


The Amazing Spider-Fam

by Nebulapaws



Series: Spidey One-shots [2]
Category: Spider-Man: Into the Spider-Verse (2018)
Genre: 10s-30s slang, Blood, Broken Bones, Canonical Character Death, Chapter 6 is whump lmao, Dad Peter b, Emotional Hurt/Comfort, Fluff and Angst, Gen, Gwen has issues, Gwen stacy needs a hug, Just read chapter 8 honestly, Mentions of concentration camps, Miles Bamf, Miles Morales Needs a Hug, Miles morales is pure, Mind Control, New Jersey references, Other Additional Tags to Be Added, Peni parker has family issues, Platonic Cuddling, Platonic Kisses, Self-Hatred, Shopping, Sick Fic, Sunflowers, Ven#m is only breifly touched opon, Whump, its very brief though, self doubt, well...not really??
Language: English
Status: In-Progress
Published: 2019-01-15
Updated: 2019-03-08
Packaged: 2019-10-10 16:09:34
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 10
Words: 22,801
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/17429165
Author URL: https://archiveofourown.org/users/Nebulapaws/pseuds/Nebulapaws
Summary: series of hurt/comfort (or fluff) one-shots for Spider-verse, featuring spider-fam uwuCHAPTER 8//:Gwen slowly swivelled around, to see iridescent black plates, stark even in the billowing black night. greenish grey snake-like wires twisted and tangled into a tongue that was lulling to its side. its jaws were much like a wolverine's in shape, with long serrated edges, mimicking gnarly sharp canines."Hello SP//dr," Ven#m's voice was laced with bitter icy poison, cold and seething with red hot anger, and hate. "we haven't seen you two in a long, long time," their voice was painfully slow, toxic.ORA fic full of One-shots mostly centred around b-team, but there will be some lil cuts for Miles, Gwen and Peter! I *am* taking suggestions after all!





	1. Runs in the Family

**Author's Note:**

> I'm writing this one, mostly as a vent. but here is the chapter summary: 
> 
> Maybe she was irrational. Maybe she was going crazy. Or maybe she just thinks too much--or always thinks of possibility over probability.  
> Peni was always scared that she’d become exactly like her uncle--or like her mother. Her Uncle never really cared for her, and she was sure he thought she was the biggest failure on the planet earth (of 3143 of course). one day, she finally breaks, and the whole mask she’s kept on breaks….in front of all her friends.

Rain pattered at the window of Aunt May’s--of Miles’s universe _of course_ \--house window. There was a rhythm that normally would calm Peni down. But not today, instead she tried to focus on tapping her hopper, trying to calm herself down that way. It really wasn’t working either.

    Normally, she tried her best not to think about this. Her family, which were either dead, or she’s dead _to_ them, was on her mind. Buzzing like bees in a hive, and it was starting to grind on her nerves.

    She kept fretting that one day, she’d be as pessimistic or nihilistic as she knew her father once was. She didn’t see him much--which was another problem to her--she still knew that from Uncle ben’s rantings. Would she be as hateful as Uncle Ben? He didn’t very much care about her, especially ever since Aunt May died along with Addy. _I think they both did._

    She didn’t _want_ to be like them. Peni had been trying to be as positive as she possibly could. Just to ignore the pain for a bit. It was seriously easy putting on that mask around her friends--the fear of them knowing the issue too well forced her to--but it was hard to keep it on at school. She mostly did this all to try to force herself to be _nothing_ like her parents--or uncle.

    But it was _hard_. Especially when they basically make up all your blood. It was like trying to resist getting bitten by her Spider.

    She felt a small twinge of betrayal. She pat the spider on its head. “It’s ok sp//dr! You’re a cool spider anyways,” she smiled. _Contentment._

    She heard the door open and close slowly and carefully. _Noir._ there was a pause between the opening and closing of the door, suggesting he wasn’t alone, and if she knew any better she would have suggested that Peter Porker was along with him.

_That’s right. I shouldn’t be worrying myself with the past._ She crossed her legs, while she opened a bag of her candy. _They’re more like parents than mine was. Maybe Noir and Porker didn’t realize that I think of them as parental figures--but oh well._

    She saw Noir sit down dramatically next to her. She offered a piece of candy to him--- _one day you’ll eat one! They’re good, I swear!--_ but he kindly denied the candy. She huffed in playful annoyance.

    “How’re ya feelin’ kiddo. You look like you’ve been thinkin yourself dead.” Noir grabbed the cup of coffee that Porker took out of seemingly nowhere. She took the other mug.

     “I’m feeling ok” _I hate lying to them. But they don’t need to worry._ “Just a bit tired is all” she took a sip of the coffee, sticking her tongue out at the sharp bitter taste. _So basically, tastes like my thoughts._ Peni thought bitterly.

      “I don’t believe that” Porker said simply. She swore she could have _heard_ him blinking. Was that just her? “You do look tired--but you look sad.” He jumped right into her lap. Something she really didn’t mind at all, and took some candies from her bag.

      “I-I’m not _that_ sad-- it’s January! I always feel a bit down on January!” _it kinda helps that its only half a lie--I always feel kinda cruddy around this time. Maybe they’ll leave it alone._ That, they didn’t seem to do.

    Porker, quite literally, huffed at that. A cloud of smoke(?) appearing for a second before seemingly fading away into thin air. _Was it just me, or is he breaking_ all _laws of physics?_ She stuffed a few pieces of candy into her mouth. Peter spoke before she could even say anything else “Come on, tell us Peni, is something wrong?”

    Noir seemed to join the bandwagon “you don’t have to say if you don’t want to, but just know that we’re here for you.”

    She sniffed. _They’re so chummy!_ “It’s my family--”

    “You mean the family you literally _never_ talk about?” Peni jumped at the sound of Peter b’s voice. _When did he even get here?_ He sat down right next to Noir at the edge of the couch, eating a slice of pizza languidly.

    She noticed Miles holding a large box of pizza with a pout. Gwen also held a piece of pizza, the two other teens were engaged into a conversation to what she believed was mostly Miles complaining about how Peter _once again_ made him carry all the pizza.

    “yeah. “ she looked at her lap, noticing that ham had moved to sit in Noir’s lap instead. “That family.” she tried to keep the edge out of her voice, but instead it resulted in her voice cracking.

    “Why don’t you ever talk about your family?” his voice was softer now. Much more kinder than it was before. It also kind of seemed like he was trying to keep the pity out of his voice. _I don’t really need pity. Nor do I need sympathy._

    “Well, I try not to remind myself,” she said rather simply. “I didn’t have the _best_ family in the world,” she realized what that implied and mentally hit herself for that one. “T-they aren’t _that_ bad though!”

    While she did admit, what her parents were, they kinda were abusive. They didn’t hit her, and they weren’t very _verbal_ about anything. They just planned her entire future and didn’t let her have a single say in the slightest. She huffed.

    “My mother and father are both dead,” she looked and saw the look that Miles had. _He was sorta the only one out of us that has both of our parents._ “And so is my aunt,” she said that part with such an edge, that she once again mentally slapped herself. Because _that’s_ what gave her concerned looks, and looks of pity.

    “They kinda sucked. Especially uncle Ben--he’s still alive by the way--he’s always so mad at me, and nothing I do is ever enough for him,” she would have laughed at her tone if she didn’t have any context on it. _I sound like a girl complaining about an ex._ “I’ve never really felt like I’ve had much of a family, and I’m so scared that I’ll become _just_ like them. Never even paying attention to their kids,”

    She was met with silence for them. The only sound was Peni taking a--albeit as quiet as possible--sip of her coffee. She noticed that the cup was almost empty. _Had I been stress drinking?_ She waited a bit. _Maybe they’re just thinking...or maybe they’re disappointed in me that wouldn’t be much of a first._

    Instead, she didn’t get disappointed looks or stares. Actually, it was quite the opposite. “You’re nothing like them,” Noir said warmly. “I may not be very educated with your family, Peni, but you’re seriously _nothing_ like them.”

    Peter nodded. “You sound wayyy better than them already, kiddo. Don’t bring yourself down, ok?” he took a bite out of his pizza, and Miles handed Peni a piece too, after placing down the box. He and Gwen scooted Peni over so they could squeeze onto the couch with her.

    She felt Miles’s arm snake around her, then he pulled her into a hug. “I think you’re amazing Peni! You’re seriously nothin’ like your parents, just hope you know that” she snuggled into the warmth almost instinctively.

    After Miles gave her that hug, the other spiders seemed to follow suit. She felt Porker hug her waist, while Noir just moved as discreetly as humanly possible to wrap his arm carefully around her waist as well. She felt Gwen patting her lightly on the head. She smiled wiping away tears she didn’t realize she had even shed.

    Although no one had said it outloud, they all knew that they were like a family. She sniffed. She enjoyed the dynamic they all had together. Each spider replaced her family and made her feel loved and accepted.

    Who knew a bunch of strangers that shared a similar trait--a trait similar yet different somehow--would get so far into her heart. The looming chill she had always kept faded when she saw the other spider-lings. And quite frankly, she was glad.

    “I love you all,” she uttered warmly.

_Warm. safe. Loved, and happy._ All feelings that pervaded both sp//dr and herself at that current moment.


	2. HOLD ME TIGHT, OR DON'T pt.1

**Summary for the Chapter:**

> Peter had never really considered getting a kid. The world of the 1930s was too cold to bring a child into the world. But now? In Miles’s universe, everything was better. It was so free….compared to where he lived, anyway. And Peni’s universe? Even freer. Of course, when he sees Peni this sick he just can’t help himself….neither can Ham, either.

**Notes for the Chapter:**

> do y'all think you can name the song for this title? lmao I've got over 200 songs I can name these chapters after--which is quite a lot of stuffs ,w, 
> 
> Part 1 of either 2 or 4. idk haha 
> 
> the next one is gonna be a pov of spider-ham! it's first person too!!

Peter adored this universe. Everything about it was completely the opposite of his own universe. There was no “Master” race, no holocaust, no mass murdering. Well, there was what miles called the civil war in Syria, but at least it wasn’t a  _ race war.  _

It was nice and free in Miles’s universe. How he choose to spend his time exploring it today? It was to stay at Aunt May’s and watch tv. He wasn’t alone, however. Peni was snoozing peacefully on the couch, right next to him, and Ham and Sp//dr were playing what he  _ believed _ was go-fish, but it was hard to tell as they changed the game a lot. 

Even though it wasn’t that quiet in Aunt May’s house currently, he still liked it. It had a warm feeling in it, like a happy family.  _ Plus a giant 10-feet tall mech.  _ He reminded himself wistfully.  _ Wish my time had a few of those buck-os hangin around. _

He realized Peni actually wasn’t snoozing when he saw her take out what the kids called a phone, and press something on the glassy screen.  _ The ‘phones’ for Peni look so weird… _ then she took some candy lazily. 

He hummed. He really  _ could _ get used to the warmth of this universe. He wondered what could go wrong.  _ Rule #45,  _ he remembered Peter b. Saying at one point,  _ never wonder what could go wrong. We’re Spiderman, what  _ can’t _ go wrong. _

    A pessimistic view, if you asked Noir. but Peter was probably right. 

* * *

 

The next day Noir decided to visit, it was a thursday, around 9 pm. It was so late because he got caught up fighting Rhino. He sighed, and pulled his hat down, as he looked for the keys to Aunt May’s. 

They had decidedly made Aunt May’s house--with her permission  _ of course _ \-- the base of operations for the Spider-lings. So Aunt May had gave them all keys to her house, as she isn’t home all the time,  _ surprisingly enough. _

He found out Peni visited the most. He assumed because she didn’t like her family, nor her home universe, but when they first met she was always so adamant to getting back home.  _ Duty calls, I guess. _

When he opened the door, he was shocked to see Peni lying on the couch, a blanket checkered with black and white squares, strewn over her. On the coffee talbe was a steaming bowl of tomatoe soup, it looked freshly made, but it didn’t look like anyone ate out of it. Ham was with her too, standing comically on a stool, and trying to check the girl’s temperature. 

    He slid into the house and closed the door quietly behind himself, locking the door soundlessly. “Is Peni ok?” 

    Ham turned around, jumped off the stool in an exaggerated movement, grabbed the stool effortlessly and  _ put it in his pocket. _ “She’s got a fever,” he said sedately. “She told me she was sick yesterday, too, but didn’t want to tell anyone. I’m gonna guess that’s why she’s so sick,” 

    Noir sighed.  _ We’re superheroes, I understand why she didn’t say anything at all but….we’re all heroes here. She could tell us.  _ “Is she  _ gonna _ be ok?” he asked fretfully. He kept his voice steady, though. Unwilling to break his stoic attitude.  _ I’m still worried for her. _

“‘Just ‘he flu,” he heard Peni mumble. “‘Et it all the ‘me” he could just  _ bearly _ hear the girl, but she definitely was speaking, albeit weakly. 

In his universe, if you got the flu, it’s always a bad thing. It was a stubborn virus that was always a bug to get out of your system. You would feel so sick, you couldn’t get out of bed. Which only seemed to worry the monochromic spider  _ even more. _

Before Noir could voice any protests or anything of the sort, Ham spoke, his voice came out sternly. “Peni, have some of that soup,” He turned to Noir with a solicitous gaze--or whatever can show behind the pig’s mask--and he said in a much kinder tone. “Aunt May left an hour ago and told me to take care of her while she was gone. She’s not coming back until really late, I’m pretty sure.” 

    Noir looked back at Peni, then to Ham. decidedly, he sighed. “I can help if you want--” 

    “Oh come on, your universe is much harder to save,” ham started “Doctor Octopussy is sorta stagnant right now,” Noir swore he heard Peni tittering a little, before coughing. 

_     Oh haha. Laughing at those kinds of jokes.  _

    Noir sighed “it’s been very quiet the past couple of days,” he decided to leave off the fact that he got held up fighting Rhino.  _ I know I’m a superhero but...Peni is important too, I can be her hero, along with the rest of Brooklyn. _

    Ham gave him a comically stern look. Then sighed. He pulled a coffee out of nowhere and took a big long sip. If there was a joke there, Noir did not get it at all. Instead, he ignored the joke and moved over to Peni. 

    The young pilot seemed to be carefully reading some texts that were all in Japanese. The way the text was splayed made it seem much like a textbook from school.  _ Was she studying?  _ He never thought he’d see a teenager actually enjoy school at this age. The thought of too much work and getting up so early even repulses  _ him. _

    He took off his trench coat slowly. The article of clothing was flowing dramatically in the ‘wind’--  _ it still smells like rain-- _ As he places it on Peni much like a blanket, even though the girl already had a blanket. 

    She looked at him with glittery brown eyes, putting her ‘phone’ down carefully on her chest. “Why did ya ‘imme his, noiry?” she seemed to enjoy the trench coat more than the blanket.  _ Which is odd, because I’m pretty sure that’s leather or some kind of non-soft material.  _

    And he didn’t actually know why he gave her the trench coat. It was most likely wet. He cast a gaze outside. Stars were completely covered with dark looming storm clouds, with rain thundering down on the ground aggressively.  _ It was only drizzling when I came inside.  _ The porch light was the only light--besides the buzzing street in front of her house--that he could see. It was completely pitch black outside. 

    So, as for an excuse? He decided the best option was to half lie about it. “I wanted you to be warm,” he said simply. He sat down at the edge of the couch, that way he wasn’t sitting on Peni, in any way. He didn’t want to hurt her.  _ Or get sick.  _ He added morbidly. 

    “Alright, edgelord, enough with that softy stuff,” Ham said shattering a silence that Peter didn’t actually know existed until now. Noir tried his best not to be flustered at that and looked outside once more. Raindrops were rushing down the clear glass. “Peni It's bedtime!” 

    “Bu…’s only 10 pm…” 

    Ham tisked comically. “ _ Only _ 10 pm! It’s actually 10:30 pm Peni! And you can’t be staying up at 5 am.” when Peni looked at noir with a face that just screamed ‘help me’ but in a playful (as playful as a sick person can get obviously) Ham noticed this because instantly he said “oh come on, I know you stay up that late! You seem like the kind of person,”

    Noir tried his damnest not to laugh. 

He tried even harder when sp//dr made a noise of defeat. The robot showing a face that looked like a face of defeat to match the noise.  _ It’s as if the sp//dr is admitting for Peni that they do that from time to time. _

He heard Peni let out a weak whine. “10 more miiiinuttesss”  _ ironically the first thing she says that isn’t jumbled.  _ He did let out a small chuckle at the mech pilots childish complaints. 

“ _ No _ ” Ham tisked again, shaking his finger like a chiding mother. “Come on Peni you’re sick!” he grabbed a wet rag out of--again--what seemed like nowhere. And replaced the one that was already sitting on Peni’s head. “Sorry kiddo, that's a big no-no” 

The sick girl let out a soft whine. She didn’t seem to say anything after that. No protest, no complaints, nothing like that. Instead, she snuggled up with her blanket. The girl curled up into a tight ball, the rise and fall of her chest seemed to even out. 

Noir gently moved his trench coat to her neck, seeing that it had slipped down a fair bit. He looked at Ham. the cartoon pig seemed contented with himself, and jumped onto Noir’s lap almost as soon as the Monochromic Spider sat down. 

For once, he really didn’t mind this at all. Not that he didn’t before, of course.

**Notes for the Chapter:**

> This chapter is much more shorter than I anticipated it to be sorryyyy


	3. For Forever Pt.2

**Summary for the Chapter:**

> Peter Porker actually never had children. He felt like that was a given--though. He never thought about adopting, either. Until he met Peni Parker, Gwen Stacy and Miles Morales. Personally, he liked Peni the most. Poor girl didn’t have much of a family. He really wanted to change that. I-is this feeling love? Damn its nice.

**Notes for the Chapter:**

> I really did enjoy writing this piece <3 Sorry its a bit late, depression is hitting me like a truck and it sucks ass haha. anywho, these stories do make me feel better .0.

I’m Peter Porker! Spider-ham if you will.

    I never really thought about adopting children or having any. They sound _really_ annoying, and to be fair, my opinion hasn’t much changed. But they can be f@#$ing awesome most of the time. If you’re ever stuck on having children...maybe you should try something to see if you _really_ are ready for that responsibility.

    It really is one h&(* of a responsibility. I only took care of Peni so far for about 4 or 5 hours, and I’m already tired as f&*(#. But hey, I couldn’t ask for anything else to do. Its a nice break from constantly fighting doctor octopussy, or fighting any other supervillain.

    For Peni, its really just fighting her incredible abilities to make it the most difficult thing ever to make her _sleep_. So uh, from the top I guess.

    Yesterday, Aunt May (its so weird calling a human aunt may...mine was a pig--) found out that Peni was sick with the stomach bug. Whatever the h@&$ that is. Apparently, it's a flu-like virus that's highly contagious. I forget how though, and honestly, I don’t _reeeaaally_ wanna find out. Poor girl looks like she’s gonna throw up all her lunch.

    I decided to take it off Aunt May’s hands, and take care of Peni _for_ her. What was the hardest thing to do for Peni?

    Actually getting her to f(%^$ing drink her soup. The girl may be sick, but Jesus, she just can’t drink soup, its like it hurts her pride to get help! We’re superheroes kiddo, our pride is hurt constantly.

    I hear stirring of blankets right next to my spot, on Noir’s lap. Swivelling my head, I notice Peni, her face flushed and tinted a bit greenish. Can humans even do that? Huh. didn’t know that.

    A trash can was positioned next to her head, and her head seemed to be turned over to face the can too. What the h@$& was she even doing? Sp//dr was sitting right next to the coffee table. I heard her mumble something to the mech, and it skittered off into the kitchen.

    I snorted, ya know’ like a pig, and jumped off of Peter’s lap. I saw Peni carefully move Peter’s trenchcoat of herself and try to sit down on the couch, instead of laying down on the couch. But I stopped her before she can even _consider_ getting up. “Up pup pup! Nuh uh, you’re gonna lay back down,”

    She gave me a look of surprise. “But but,” she stopped. She didn’t say anything else after that. in fact, she stayed relatively quiet after that. Maybe she’s wondering how I caught her. I lied her back down, while she was still in that haze.

    I got surprised by Noir waking up when I jumped back onto his lap. I looked up at him, seeing him star curiously back down at me. It was hard to tell with that mask of his, but I could tell he was smiling _juuuuuuuusssst_ a little.

    He cast his gaze over to Peni. she had fallen back asleep, which was kinda funny because when sp//dr came back, with a bowl of what he believed was chicken soup, with absolutely no chicken in it. The robot looked disappointed. But, nonetheless, it put down the steaming bowl of soup right next to the cold one I forgot to put away.

    I decided to get off of Noir’s lap. It was homey and all, but I had a life to live! Even though admittedly, he is really cool…..and cute…. _no_! Porker get yourself together!

    I looked away from him just to try my hardest to not show that I was most definitely the slightest bit red. I hopped down off his lap. “Shouldn’t we go and call Miles, Gwen and Peter.b?”

    Noir looked at me, for once I could tell if he looked worried, or maybe annoyance. Whatever darkened his eyes, it was a bit disconcerting. “Let's call Peter first,” he said simply. “I think the adult out of the three should know first”

    I really couldn’t help but chuckle at that. The way he said it so simply and so matter-of-factly is kinda _cute_ ? I really do need to get myself together. He’s from the 30s right? That means being what I am is _wrong_ in every single way for him...right?

    He doesn’t seem like the kind to care though. I’ve heard him a few times say how much he enjoys the voice of this ‘John Mulaney’ fellow. Whoever the h#%^ that is, but he talks about him like he really likes the dude. He said I sound _exactly_ like him. To be honest, Noiry sounds exactly like Nicolas Cage, but he doesn’t seem to know who that is.

    I nodded and watched him go over to the phone. He probably doesn’t know how to use it that well, but the kids really did try to teach him how to use the home phone, at the very least. I’m not too sure he remembered how to do it.

    I looked back at Peni. her half-lidded eyes looked so glassy. I pawed at her chest as gently as I could, trying to snap her out of her stupor. She blinked quickly and turned her head to me. “..hm…?”

    “Come on, kiddo, ya gotta go eat, alright?” I tried to help her get up, but it was _way_ harder than I thought it was. As much as I can lift anvils, I really can’t lift humans! “Pick yourself up, huh?”

    She grumbled, probably at the thought of actual effort, and slowly got up, with the help of sp//dr. That’s some extremely useful Mech--I want one. I tried to help too, but, again, it was hard trying to lift her up.

    She cast her gaze down at me. Surprisingly enough her eyes weren’t glittering like they always do. Instead, they were sort of blank, and a sickly greenish tint somehow. “Mmm…’an I ‘leep more…” she mumbled. She seriously sounds like me when I wake up in the morning.

    I took out of a stool and put it in front of her, rewarded with her surprise. She was probably wondering where I got it from--and you probably are too--but shhhh not telling you that! A magician never tells his secrets!

    When Noir came back he sat down next to Peni. he looked at me with his white-ish eyes, curved upwards slightly, hinting at _maybe_ a smile. But I already knew the dude was smiling at me. It was obvious if you knew him like Peni and I do.

    “How’re you feeling, kiddo?” he asked Peni with a soft and kind voice. We both watched her closely to make sure she was actually eating her food.

    “Mmm….tired..” she responded slowly. The answer wasn’t good enough, but me, nor Peter, didn’t really comment on that.

    “Is Peter b, Miles and Gwen coming over?” I asked instead, breaking a silence that had fallen over us after Peni’s languid response.

    Noir nodded slowly. I pulled out a coffee for the both of us. He likes his coffee black and I like mine with three cups of cream and a t-spoon of sugar. He took a dramatic sip of it, as soon as he had gotten it. “They’re swingin’ in any minute. Just gotta speak with the coppers, ‘bout a robbery down the street,”

    I sighed and took a quick swill of my drink, “there’s a bank down the street?” I swear to god, people just keep robbing places in this city. We’re always trying our best to fight crime while also trying to go unnoticed. Which is the hardest thing in the entire multiverse, especially for me and Peni. she has a giant robot, and I’m a pig.

“It’s just a shop, I believe. Some kind of--what Miles calls it--’petty theft’ situation. They’ve got it handled though” Noir put the steaming cup of coffee down onto the coffee table, casting a glance at Peni. he seemed to be mostly thinking about her. I am too, to be fair.

    “There isn’t much petty theft in my dimension” Peni finally spoke. She spoke in a way that was so cut and dry, that it made me laugh a little. “We know it happened a lot at some point, but that issue was solved when the value of money was decreased, and when security was upped”

    She seemed _really_ happy to be talking about how her dimension had solved quite a few problems that the rest of the spider-lings seemed to be dealing with. She also seemed to sound much better. If I didn’t know any better, I  would think she’s still in her worst. Her fever broke, basically.

    She still spoke feverishly, and she still recoiled at extremely loud noises, but at least she didn’t look like she was going to throw up, which was a start. So, I decided to talk with her more about her dimension, avoiding the entire subject of family, as it didn’t seem like something she was ever comfortable with. “Does your universe have hover cars?”

    Peni snickered and laughed a bit. “No, of course not,” she stopped giggling, “that’s just asking for more air pollution!” she wiped at her eyes. I find it ridiculous that she finds this such a hilarious joke, but maybe I didn’t fully get it.

    I heard the door creaking slowly, spluttering and creaking. Miles walked in first, swinging up his mask, and trekking over towards Peni. “yo Peni! You good?”

    It was kinda cute how confused Peni looked, blinking as if she blinked enough that’ll reveal every single answer. Then she bore a face of embarrassment. “Y-yup!”

    Gwen almost seemed to glide over towards Peni, and she put a hand on her shoulder. And smiled, but didn’t say anything at all. While peter just stumbled inside, grunting. “That robbery made me pull a _fucking_ muscle.”

    I swear to _god_ Peter is such a motor mouth sometimes. Before I could make a ‘there are kids here’ I heard Noir beat me to it, as miles playfully covered Peni’s ears. “There are _children_ here!” he shot a greatful look at Miles, and I had to summon everything in me not to laugh, and it looked like it was the same for Peni. instead, she was putting on an adorable pouting face.

    “Oh come on, I’m teaching them how to curse for _special_ occasions,” Peter rubbed his thighs like they hurt, then stretched lazily.

    I grinned under the mask, a playful smirk if you will. "so....what special occasions?"

    The silence by peter that followed was music to my ears. it was so funny seeing him mull over this! I looked over to see peni had fallen asleep, snoozing right inbetween Miles and gwen. I saw it coming, I really did. I smiled and jumped on Peni's Lap. I felt a warmth in my chest.

    a cuddle pile was on its way, my spidey senses were telling me.

**Notes for the Chapter:**

> I hope y'all enjoyed this chapter <3 
> 
> It was (I'm pretty sure) longer than the other ones ,w, 
> 
> I think Peni's is gonna be a lot longer...and I'm prooooooobly gonna stray away from first person for a while lmao.


	4. Human

**Summary for the Chapter:**

> Peni Parker felt as if she was probably one of the most independent people she knew. she really tried to be, too. she didn't want to seem weak in the slightest. she didn't know that one day, she'd be in the living room with all of her closest friends, being cared for by them. and for some reason, it didn't upset her either.

**Notes for the Chapter:**

> [here's my playlist btw](https://open.spotify.com/user/om8xa3ph09a75lcbn85gn0zrr/playlist/4roG4biGOGcEEs4UDDttBj?si=SjelFHoVTpyVRYNqQ6oHUQ)
> 
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> ^^ just incase y'all wanted to give it a listen!

_Whenever_ Peni got sick, she usually cared for herself. She didn't let anyone interfere, and she always kept to herself. She did her job without question and never gave up despite her sickness. She never let it get in her way. why was today, or rather the past few days, so different? She had friends who cared _wayyyyy_ too much about her. Did it get on her nerves? a little. But in the end, it made her feel warm, and she didn't know why.

Maybe it was because she never truly had a family that would care so deeply about her. Saving New York wasn't like school; it was saving _lives._ you can't make up for loss of lives. _isn't that's what's happening? I'm not at home...I should be at home..._

Peni didn't try to get up or leave.

Instead, she let them take care of her. she tried her best to be vocal about her illness, but in the end...it was a lot harder than she expected. So, instead, she just sat back and enjoyed the wild ride she was being taken on, and today was the wildest.

When Peni woke up, she was surprised to see that she was leaning on Miles's shoulder. He was snoring quietly, and hugging her with one arm, and the other arm was wrapped around Gwen's waist. Gwen had one arm wrapped gently around Peni, while she kept the other to herself. Ham lied snoozing on her lap. Noir was laying next to her, with Peter leaning against the monochromic spider. and now? Peni didn't want to move.

Of course, almost as soon as she stirred a bit, Miles and Gwen Both woke up. She gave the two other teenagers an awkward smile. "Mornin," she mumbled tiredly. she felt Miles shift next to her, probably trying to let go of her. she tried her best not to show that that upset her a little bit.

"you good Peni?" Miles sounded like a New Yorker more than anyone else in the Spider-team. Peni suspected it was because he had a way better social life than the rest of them did, and he was more exposed to constant social situations, or maybe he didn't have as many formal conversations like the rest of them did. or maybe both.

"...'m feelin'...ok.." Peni couldn't express how annoyed it made her that she sounded so tired and so  _pathetic._

there was silence after that. All Peni could do was watch shows on Netflix with Miles and Gwen, While the two made sure they didn't make it too loud. although Peni didn't have a headache anymore, she still felt thankful that it was so quiet. she was able to hear Aunt May and Peter talking. _  
_

She could just barely pick out what the two adults were saying, but mostly, she just couldn't tell. Peni thought they were talking about the Super Market, and how currently She's very low on food right now, and she needs to get to work so she can't get it, but Peter is complaining that he can't bring her, being Peni. _I'm not_ that _sick....am I?_

Aunt May was a very adamant and sturdy woman. even in Peni's own universe, she had always been sturdy and unmovable in her opinions--which were usually well thought out--and she had never backed down. she crossed her arms and gave the classic 'are-we-really-going-to-do-this' look at Peter. who gave her an uninterested look in return. Peni knew the Middle-aged man enough to know he was trying his best at a poker face though. "Pete, she's sick, yes, but when I was a  kid, my parents would bring me along to go with them even if I was as sick as her," she started "and plus, you keep forgetting she's a superhero. Peni is perfectly capable of getting up and doing a bit of shopping."

that seemed to be enough for Peter. he probably realized there was no arguing with May.

* * *

Peni started to think Peter did not, in any way, know how to drive. his way of driving seemed to be to barrel into the street with not a moment's notice, and drive through each light. keeping his low beams on seemed to be the only thing he knew how to do. frankly, Peni was surprised the police hadn't come after them yet. she gazed over at Miles and Gwen and giggled at the sheer surprise on each teen's faces.

 _"_ Peter! this isn't how you drive!" Miles shouted. He held Peni protectively as if he was making a joke. "You're scaring the children!"

"Yeah, Peter! you're scaring Miles and Peni!" Gwen added jokingly. she received a punch on the shoulder, which the retaliated with a punch to Miles's shoulder. he squawked.

Peni mostly listened to the three other spider-people talk. she was in the middle of Gwen and Miles, so she didn't get that affected by the sharp turns Peter made, and normally when those sharp turns happen, Miles or Gwen would hold her tightly, to keep her as stable as possible. she quite enjoyed it.

* * *

  The market was loud, and If Peni was still extremely sick she'd find the whole scene headache inducing. was it right now? sorta. it was confusing to her. She held Miles's hand while walking through the large--maybe not  _as_ large as the ones she's seen in her universe--aisle. Peter spoke with a clear voice "we need milk--" 

"Oh _fuck_ guys!! Peter needs some milk!" Miles interrupted, and Gwen and Peni both burst into giggles.

 _"_ Jesus fucking Christ why did I get stuck with all _three_ of them," Peni heard Peter mumbling to himself. she knew deep down he was holding back _some_ laughter, or a smile or something. he was just trying to act like what he was--an adult. that didn't mean he was doing any good, though.

" _anyways_ " Peter inhaled sharply, in a way probably trying to show that he wasn't entertained in the slightest by how the three of them were acting. _jokes on you, we're prepared to deal with the disappointment of adults!_ Peni thought rebelliously. "we need _milk_ and eggs, and--"

Peni zoned out, and focused on Miles and Gwen's conversation instead, as it just seemed Peter was reminding himself what to get. "Wanna just take the list, and find all the shit ourselves?"

" _Miles_ " Gwen took a sharp inhale. Peni swore her eyes flicked down at Peni for a moment before going back up to face Miles in an abashed way. _huh. ok._ "remember what Aunt May said?"

Peni sure as hell did.

 _Aunt May gave the four of them a stern look. surprisingly, that stern look wasn't directed solely at Peni. "Alright you four," she addressed them like a mother addressing her children who had just done something wrong. "stay together and_ don't _forget my coffee. for the love of god Peter, you did it once, and you saw how that turned out," Peni shook as she held back giggles at the undisguised horror on Peter's face._

She tried again not to laugh after remembering Peter's undisguised horror. Miles spoke boldly, but with a joking undertone " _Don't forget my coffee"_ is all I heard.

Gwen snorted.

Peter looked back at the three young Spiders with a half grin. "Did Ya get all of that? Good. because we're going to get the stuff and leave right after," he grabbed a cart lazily. if Peni didn't know any better she'd ask him why he was just about to use his webbing to grab the cart. "Maybe we can sneak some pizza...do any of you three have any money?"

Peni saw Gewn give him a deadpan stare, and glare at Miles when he was just about to jumble through his pocket for money. he stopped. Peter rolled his eyes "I was kidding, I have enough for some pizza"

Miles started sniggering. "It's not delivery, its Digiorno"

"No please," Peter feigned a look of horror "you wouldn't do this to an old man!"

"Imagine admitting that you're an old man," Peni snickered.

"Whomst've'ly admitted that," Gwen looked at Peni.

Peter actually looked confused now. "the density of you three is creating a black hole,"

"Peter" Miles said seriously, "Ceasen't've'ly"

It was safe to say Peni's shopping trip was the most fun she'd ever had in a while. she enjoyed watching the exchanges between Gwen and Miles, and making teasing comments like 'stop flirting! we still have a lot more shopping to do!' and hearing Peter gush about MJ and talk sweetly about how he's finally getting their relationship back on the right foot. All three Spider-kids had joyfully listened to what Peter had to say. she enjoyed teasing Peter with conversations about--to her--primitive memes.

When she came back to Aunt May's, she was feeling much better, and a lot less sick than before. she had watched as Gwen and Peter went back to their universes, told Miles to tell Noir and Ham she was feeling a lot better and would be staying in her universe for a little while longer--to clean up any messes that may have happened in her own universe--and she left for her universe. Nobody had noticed she was gone, but that was fine by her. she felt Spider's emotions from their link:

_**W**_ _**armth. Pride.** _

**Notes for the Chapter:**

> Sorry this chapter came out so late <33 
> 
> The next one is all about Gwen!!!


	5. Afraid

**Summary for the Chapter:**

> Gwen was tired of it. she was tired of letting people down so much. failing them so miserably. and now, she's on her knees, the blood of her friend's seeping between her fingers, saturating her suit in a salmon colour. she felt sick. 
> 
> why the fuck did she fail again?

**Notes for the Chapter:**

> I worked ultra hard on this one!! It took me like, 4 hours too \\\uwu//

Gwen was tired of it. Tired of letting people down, and letting them down and letting them down over and over-- 

_ Shut up. Go the fuck away. I don’t let anyone down anymore--I can’t let anyone down. GO AWAY.  _

Maybe she should calm herself down by assessing what happened before...everything. Before she stood now, holding Peni’s still body, small streams of blood pouring onto her fingertips as she waited for what seemed like hours for  _ anyone _ to find them. 

_ You didn’t fucking fail her. Not yet. Shut up.  _

They had been fighting Tombstone and the green goblin. Everything had been going perfectly, all as planned. Noir and Porker distract Tombstone, Miles and Peter go at Green Goblin, viciously like wolverines, while Gwen and Peni work to save the innocent people watching on bug-eyed.

It had all went fucking perfectly. 

Until Peni slipped quietly out of SP//dr, as quiet as a mouse, and the small girl helped a mother and her child maneuver out of the building. She addressed the mother and her child--which wasn’t very younger than herself--with a calm and powerful voice. She didn’t need to lean down to get to the same level as the little boy. “You gotta get out of here, kid,” 

The kid had tilted his head “B-but...why do I need to leave home?”

Peni had sighed, her voice soft and quiet. “Sometimes, people need to leave their homes to be safe. Think of it like being a meerkat or something”

The kid had seemed mostly convinced and seemed to let his mother usher him away. Then, Gwen felt a small buzz, fuzzy like Soda when you first open the can, and the most sickening sound split the air. It was quiet, and sounded like scissors snipping, except a sharper noise. 

And Peni fell to the ground. 

She clutched her side and let a noise that sounded like a wince. She was on her knees, her eye shut so tight and a grimace contorting her face. 

Gwen couldn’t react fast enough. 

She sprinted over to Peni’s side, the noise sounded again, and Peni screeched. She fell over and curled up in a ball. 

When Gwen finally slid over to the young girl’s side. She held the little girl. “Peni? Peni??” 

For a moment, there was a bone-crushing silence. A silence that felt as heavy as a boulder. Then, finally, Peni made a small whimper noise, and brown eyes--as brown as dirt--looked up to her, dull like a stormy night. “G….gwen?” came a faint voice. 

_ I failed her. _

The thought came sharp and fast like a snake bite. 

_ I felt a small buzz. I fucking  _ knew _ it was gonna happen--or I knew there was something bad that was to happen--and I let it happen. _

No. that’s not true. 

_ I failed her like I failed Peter. I let him die. And now she’s gonna die.  _

She’s not gonna die! 

The wicked voice still whispered in the back of her mind, and it felt like tendrils of pitch black darkness tickling at her brain. It felt like stepping on legos, or walking through thorn bushes, or kicking a table bare-foot. 

It felt  _ painful. _

She hugged Peni tightly. She could barely hear the whimper that the girl let out at such pressure. Gwen looked around for SP//dr, but the robot was off escorting people away and out of the building.  _ She still tried to help people, despite herself.  _

“Hey Peni, Once we’re finished with this mission, we’re gonna help you, ok?” Gwen tried to kill all of her anxieties, but it failed. She had an edge to her voice.

Peni opened one of her eyes. “Why…...why not….now?” 

Gwen thought of any excuse. Anything at all. But the nagging voice in the back of her head kept her from speaking.

_ You failed her. Just give up, and let her die.  _

No. “...Gwen?”

_ She probably hates you now. You probably make her wanna scream.  _

“G..gwen?” Peni sounded worried. 

_ She probably  _ wants _ to die.  _

No. No stop. She doesn’t--

“Gwen...are y-you ok…?” Peni’s voice finally registered in her mind. Gwen snapped her head down at the little girl. She looked like she had been crying. “You...you seem so….so...scared…” Peni’s voice trembled with worry. 

“Yeah. I’m fine, sorry,” Gwen remembered the question the kid had asked and tried her best to kill all the edge from her voice now. She had to be  _ strong _ , not pathetic. “Because Noir and Ham are busy with Tombstone--” She thought back to the fact Peni had gotten  _ shot. _ Tombstone must’ve known how important Peni is to Noir and Ham and shot her “--and Peter and Miles are busy with Green Goblin, Remember?” 

Peni was silent. Gwen just sat there, rubbing Peni’s back in a comforting way. In the same way, her dad used to do with her when she cried.  _ “It's ok sweetie. I may not know what the hell you’re crying about, but its gonna be ok.”  _

It always made her calm down, forget about the pain and the burden of Peter’s death. She looked down down down down right back at Peni. she was...what...maybe 10 years old? And she already had gotten shot twice. Nowhere important thankfully, but it still was enough that had Peni subdued.

It probably was working for Peni, too. The girl had evened out her breathing, and she had unfurled slightly from her tightly coiled position on the floor. “It’s gonna be ok Peni...I know it,”

_ You don’t. _

“Once everyone is safe, that’s when we’re gonna pull out ok? And we can get you back to your universe,” There was a pause “I know it hurts...but you’re a strong girl. You can do this,”

_ She probably already gave up. _

Peni hummed at every attempt at comfort for Gwen. Gwen felt like they were weak, but if Peni appreciated it, then she would just keep trying. Trying to emulate a calming tone. Trying to rub her back as gently as possible. 

_ Try ignoring the blood that’s pooling in your hands, Gwen.  _

She tried her best to ignore the growing thorn in her side. The anxiety was starting to bubble up like boiling water. She did try her best to ignore the growing streams of scarlet that was pooling up in her hands and dripping down like saliva. 

It felt like hours. It felt like hours…. _ it felt like fucking hours. _

And all she could do is wait. 

She was always a patient person. She was always much like an alligator, waiting patiently for their prey to come curiously near their jaws. But right now? She felt impatient. She couldn’t bare to watch as Peni’s gaze got foggy...and foggier.

She couldn’t bare to watch as blood seeped between her fingertips, her stark white suit getting tinted white by all the scarlet fluids saturating the suit. Gwen knew very well no normal human should be bleeding that much. If Peter was anything to go by. 

_ Maybe she does hate you. You haven’t exactly been the most...sweetest superhero.  _

No--

* * *

 

Gwen had always had weird missions. The Spiders had always worked together to do particularly hard missions. They were basically  _ family _ and family looked out for each other and protected each other. So what about now? 

Noir had told them they didn’t need to do this. It was a very strained and important mission, and he knew how to do it the best. And what was that? 

It was saving people from a  _ concentration camp.  _ Historically, in everyone else’s universes--except for Ham--no Spider-man had come to save those people. But Gwen guessed it was different here.

They needed comms for this mission. 

Noir’s voice rang clearly through the comms, quietly, too. “ _ How’s it going? These thing-a-ma-bobs work right?” _

Peni snorted “ _ Of course they do! Me and Aunt May made them! They’re basically flawless.”  _ the pride in the girl's voice seemed to drip into each word. 

“Yeah yeah yeah,” Gwen forgot how rude that probably sounded, “let's just get on with this shit already,” she grunted through gritted teeth.

“ _ Right..” _ Peni couldn’t hide how hurt she had sounded.

The plan had gone flawlessly, with maybe some hiccups here and there, and all of them were by Peni. who had disobeyed direct orders about three times. But in the end, it had all worked out. 

Gwen was just a bit too harsh on the girl anyways.

* * *

 

Maybe she was too harsh on her. She noticed Peni’s closed eyes and thought to shake the girl. But instead, Gwen gently prodded Peni. “Hey.” 

“Mm…?” she blinked one eye open. It was dull, dull as wet soil. Blank like paper.

Gwen had lost her voice at that. The voice in her head singsonged darkly  _ I bet the only reason you feel so horrible looking into her cold dead eyes are because you know it's your fault. _

It was as if Peni read her thoughts, because the girl looked surprised. “You know...it isn’t your fault…” 

It was Gwen’s turn to be surprised. Peni giggled. “I can see it in your face… you look scared,” there was rustling, the sounds of fighting was beginning to die away, like a dying lotus. “I...I...didn't move...in enough time..” Peni’s voice was meek. 

Gwen didn’t have the guts to respond. Despite the cold and dead look in Peni’s eyes, beneath all that, she could sense a strong determination glittering and twinkling like stars in a clear night sky. She wanted to look away, but she couldn’t. She felt her face go hot from embarrassment. 

_ The amazing ghost spider, getting comforted by a 10-year-old child. How thrilling.  _

“but, I made you upset on our last mission in Noir’s universe? How do you not hate me?” 

Peni chuckled. A weak and pathetic noise, that constricted Gwen’s heart. The battle behind them seemed to die out completely. “Remember that time in my dimension…?” 

* * *

 

Gwen heard soft sniffling from the other side of the door. The girl had decided to visit Peni to ask her about Miles again, since the two often did homework together. But maybe she had come at a bad time. 

She opened the door anyway. 

Peni was sitting on her bed, staring at a leather book, with papers Gwen presumed were made out of parchment. She was staring at a certain entry, that had swirling letters penned with black ink, that faded into an ocean blue. Gwen could only read two words--

_ Peter Parker-- _

_ Oh. oh god. _

Gwen slowly made her way to sit next to Peni. Peni jumped, and shot a surprised look at Gwen, closing her book and looking away, one hand brought up to wipe away the fat tears that rolled down her cheeks. When she turned back to the blonde, the tears didn’t seem fully wiped away.

“G-Gwen?” Peni looked down at her skirt, with her other hand quickly trying to move the book away. Gwen stopped her. 

“Hey.” She mumbled simply. The blonde’s gaze flicked from the book to Peni, to the arachnid that started to crawl up the girl’s back, to her shoulder. “What’s wrong?” 

Peni flinched at the question.  _ Was it too much for her? _ Came the first thought. Before the girl gave in. “it’s...its a diary…” she sounded so embarrassed, like she had just been caught with a p--

Gwen’ll stop that thought there. 

“What’s important about it though?” Gwen looked down at the leathery book. 

“It...my dad wrote in it before he died.” she sounded so broken. “If you want I can...read it..” she didn’t sound like she wanted to read it at all. 

“No, its fine,” Gwen pat the girl on her head. She didn’t want to make her do something she didn’t want to do, despite the nagging curiosity in the back of her mind. “If you don’t wanna, then you don’t haveta,”

Peni sniffed. 

“Peni, I know you miss your dad, but I imagine he’d want you to keep going, and stay as happy as you are right now,” Gwen gave Peni a stern gaze, keeping herself level with the Asian. “Most fathers want their daughters--or sons--to be as happy as they can be. Your dad was just the same.”

Peni looked at Gwen, her eyes glittering, and fat tears rolling down her cheeks. She hugged Gwen tightly, sniffling and sobbing and  _ crying _ . “G-G-Gwen…?”

“Yeah?” she tried her best to make sure she didn’t sound too taken aback or surprised. “What’s up?”

“S-s-stay…” The girl sobbed and cried. But Gwen did as she was asked. She stayed the entire night with Peni, comforting the girl until early morning. 

* * *

 

“I…” 

“I don’t hate you….nobody hates you...Gwen Stacy…” Peni smiled, something weak and trembling “Stop doubting yourself..”

“But...but I failed you…” 

“A wise girl,” there was a smugness in her voice.  _ She’s referring to what I said oh god.  _ “Once said, ‘you haven’t failed if you tried your best,” Peni coughed.  _ I didn’t try Peni.  _ “and you sat there with me. You sat there and protected me.” 

_ Oh.  _

_ Oh my.  _

“You calmed me down, and kept me safe and stable….” Peni sniffed she seemed like she was about to say something. But she was cut off. A smile grew on the little girl’s face, warm and happy... _ and weak. _ “Looks like help arrived” she sounded breathless. 

SP//dr was looming over the two girls, Ham on the shoulder, peeking worriedly at the two, and Noir who quickly moved over to Gwen, gently pushing her away to pick Peni up. There was a small puddle of scarlet where Peni had been that Gwen couldn’t peel her eyes away from. 

Until Miles came by and grabbed her hands--saturated with the blood of a 10-year-old girl--and ushered her away, murmuring soft and gentle reassurances to Gwen, but one spoke out clearly, and the proud smile the Miles bore. 

“Ya did good gwanda,” his smile grew wider and more welcoming, and  _ warm _ as he took a slight gaze at Peni, who was snuggled safely in Noir’s arms, the slow rise and fall of her chest the only indicator to her being alive, aside from the smile on her face. “You protected Peni,” 

Gwen saw the prideful face with Peter. “Yeah kid, I’m surprised you didn’t break down,” it was a light-hearted joke, but it felt like actual envy. 

_ You have no idea.  _ She wanted to say. She sniffed and smiled. “That’s what Heros do, man” 

_ I managed to do something I couldn’t do before… _

_ I really have grown as a hero, I guess.  _

**Notes for the Chapter:**

> Please comment and give kudos if you liked this chapter!!
> 
> Thank you so much for reading <3


	6. She wants me dead

**Summary for the Chapter:**

> Everything about him was the same, his complexion, his posture, and the way he moved. but something was different, something was off about him...
> 
> and Peter didn't know why.

**Notes for the Chapter:**

> I'm taking suggestions <3 Its hard thinking of ideas on the fly, so suggestions really do help x,x 
> 
> In order to write Noir better, I looked up a lot of 30s jargon and slurs, so I hope y'all enjoy how much Jargan Noir is gonna hash out lmao

Her screams echoed in Gwen’s mind. They had tried their best to get Peni to say anything about how she found a way to transport between universes. The girl had said nothing, revealed nothing, and just allowed them to do what they wanted with her, like a useless ragdoll. What had been the worst part? 

Miles wasn’t himself. 

Miles was under the control of their captors. He bore a collar that was maybe as thick as tree bark for an oaktree. The new Spiderman had been told to get the information in any means possible. However, it got to a point, where she just couldn’t take anything else anymore, so they stopped.

Afterwards, Peni was terrified of just about everything, except Gwen, and Gwen held the brunette tightly and securely in her arms, trying to comfort the girl, and somehow manage to make Miles feel...less like he did the worst thing in the world--it wasn’t his fault.

_ Right? _

* * *

 

The facility sat in a forest in New Jersey. The building was mostly black with very few windows, that were an odd tint of a mix of turquoise, and lake foam green. Peter climbed quarter way up a tree, and stretched, groaning a little at the crickling and cracking in his back.

“Are you sure this is the right place?” Ham was on Noir’s shoulder, worry dripping from each word, spoken quietly.

“Yes,” Peter too, for once, sounded extremely serious.  _ Everything had gotten so goddamn shitty, in so little time. And I’m sure we all want to get Miles, Gwen and Peni home safely. Its only been a day, what could have gone wrong?  _

He remembered what he had said, and mentally facepalmed himself. Then did it in real life, just to make sure.  _ Peter! Don’t say what could go wrong! It probably will go wrong! _

“Lets just get rollin’ I got some gats that have the names of certain greaseballs on ‘em,” Noir pulled two revolvers out of his coat pockets, then hid them back into his trench coat. 

Peter had  _ no _ idea what Greaseballs meant, but it didn’t sound too pleasant. He kept the questions at a minimal.  _ Saving the kids is what really counts right now. _ “We got the battle plan,” he did a few hand signals. “Lets roll,” 

He leaped up a tree, watching Ham slip away into the undergrowth, and watching Noir, slip silently into the parking lot, completely covered in the dead of night. Silver lights had dappled the street, but he avoided the exposure seamlessly. Peter kinda felt proud at that? 

He leaped from tree to tree, shooting webbing if it got too sticky or too loud for him to leap to the next branch. He managed to sneak and weave his way to the back of the building, and clambered up the only side that hadn’t been strewn with windows, up to the roof. 

Ham and Noir were waiting cautiously, gazes flickering around left and right. “Took ya a while, pally,” Noir nodded his head curtly, fully focused on the Mission at hand. He probably didn’t want to make too much small talk. “We’ll have the bulge if we just continue forward,” he continued to pocket his revolvers. 

“Alright, so we need to get that vent off, without making too much noise,” Peter eyed the vent like it was the entire reason for MJ’s and his divorce. 

“Don’t worry, I got this,” Noir crouched over the vent. “I don’t want the situation to get all wet,” He silently pulled the vent off. Peter can tell there was pride in his face, despite being fully masked, and barely visible in the inky black night.

Peter let Ham and Noir go first, before slipping in, and shooting a webbing that pulled the vent back to its original place. 

After a little while of sneaking, finally there was a small vent they could use to get out. He could tell Noir was about to take the silvery vent off when he suddenly stiffened. “Clam it for a moment,” he whispered. Peter did exactly what the monochromic spider said. Muffled voices sounded below. 

“She wont say shit,” one growled frustratedly. His voice sounded gravley, and menacing, but it leaked with annoyance and anger. “She just keeps taking everything he throws at ‘er,” there was some shuffling. 

“Maybe we’re lookin’ at it the wrong way,” a women replied thoughtfully. There was a moment of pensive silence. “Maybe instead of being rough, we could try and be gentl--” she barely finished the word when a third voice cut her off.

“Be gentle?! That’s a good joke, lissy,” it was another man. “She wont talk, no matter what we’ll do to her--she doesn’t even wanna say her own name! None of them will!”

You can  _ hear  _ the shrug in her voice. “Maybe its because we started on the wrong foot?” 

Noir began to crawl away, turning a left, away from the ruckus. Did he get enough information? Could he even see anything through the small slits of the vents? How’d they not feel the small tickle of wind that follows the spider just about everywhere? 

Too many questions, not enough time to answer any. 

“Is she stabilized?” there was another voice. A droning, drowsy voice of a man who clearly had done all this before.  _ Who is she?  _ Noir looked back at Ham and Peter, his voice barely a whisper. “I found the greaseball, “ he grunted “I think they’re talking about the kids, and they must be in some hot water,” 

Silence. For a few beats, they had thought someone had heard. But no one did. 

Peter quietly maneuvered his way to the front of the group, trying to spot out anything suspicious until--

“Who’s up there?” 

Had he done something wrong? Had he fucked up the mission by clambering up to the spotlight? He swore that there was no noise at all. The three remaining spiders kept very quiet. Beats went by, completely silent, before: 

“Oh. I know who’s up in the vents,” the voice became snarky--it was familiar...it couldn’t be--

The vent came crashing down with a crack, and the three spiders were fully exposed. Ham broke the beats of silence. “So uhh...we were just uhh...leaving--”

Liv was looming over the entrance to a hallway, decorated with potted plants, and ferns that were dappled with speckles of yellow, and dimples of lighter green. She turned around, disturbing the frondy plants. “Why hello, I was wondering where the other useless spiders went,” 

Peter saw Noir steal a glance down the hall, and Peter followed that gaze. A door, solid white with a slit of black--maybe it was just a slit in general--slammed shut with a creaking groan. Ominously, it didn’t click, and wasn’t guarded. 

“You’re probably what I’m doing in...New Jersey,” Ock looked like she’d rather  _ not _ be in New Jersey. Peter wasn’t curious. “See, this place shot me up a deal I just  _ couldn’t  _ resist. And now? I’ve helped them get what they needed,” 

So basically, just a bunch of evil shit again? Damnit, can't it just be curious scientists? At Least they’d be gentle with a bunch of little kids. 

Noir spoke first, his voice dangerously low. “Let the kids go, doll, or I’ll be throwin’ led at a Hatchetman tonight,” his hands instantly fumbled in his pockets for his revolver. 

“Tsk tsk tsk, Imagine thinking I’m going to fight you!” She cackled ominously. “Oh no no no, I wont be,” a panel on the ceiling fell down with a clatter. Peter, Noir, and Ham all got into battle positions. 

_ Miles _ clambered out. 

“Oh thank goodness kid, How’d ya get out?” Peter’s stance faded slowly away. 

“Oh he won't be able to understand a thing you’re saying,” her voice began to leak with sick amusement. “1218,  _ attack _ ,” 

Peter’s Spider sense went off like fizzy soda. Miles lunged at them, ready for…

_ Ready to attack. _

* * *

 

Miles was crouched right in front of Gwen. He looked hesitant. “I...I didn’t mean to hurt her--”

_ I’m aware, and so is she.  _

It felt comical. The kind of thing that had happened, wasn’t something you could easily apologize for. Peni wasn’t bleeding, but she was still out cold, now. Gwen gave him a look. He didn’t do anything to  _ her _ , but he also didn’t do anything to Peni, Either. 

It wasn’t  _ fully _ his fault. But at the same time--

She wondered if guilt was chewing him alive, gnawing at him.

He looked off to the side. “Can it happen to you too?” she could tell he was still gazing at her worriedly. She shook her head.

“At Least it's just me,” he joked shallowly. He watched wistfully as Peni cowarded a bit more into Gwen’s chest.  _ She stopped trusting him. She just refuses to tell him. _

There was a noise down the end of the hall. Gwen knew  _ exactly _ what this meant. She felt a shiver crawl up her spine, as her Spidey sense went off.  _ They’re in danger!  _ She saw that Miles had gone stiff. 

Gwen feared the worst, as Miles crawled out from the vents. She could follow--up until the electricity was turned back on, and the humming started up again. Her grip on Peni tightened. 

_ Don’t think too much about last time Gwen.  _

_ It isn’t your fault this time-- _

* * *

 

Peter leaped out of the way, of a web crawling with tendrils of electricity. He shot a web at the paneling in the ceiling, forcing one down and into his arms as another web quickly succeeded the other. 

Liv was long gone. 

“Miles! What the hell are you doing?!” Peter rolled out of the way at another web, having discarded the panel. He dodged away as Miles lept at him. He was fighting in a very sloppy and predictable way, so it was almost too easy to dodge. 

Up until he was cornered. 

Noir appeared out from behind Miles, and tried to grab Miles, but Miles  _ flipped _ the older man off of him, and let out a feral growl. 

Noir got up, shaking his head, but still clearly dazed. He looked to Peter for answers-- _ any answers. _ The older Spider-man simply shrugged, but in a very strained manner. “I don’t know what the fuck happened either, but we can’t hurt him--” 

There was a noise of protest. 

Panels crumpled down from the ceiling, crashing down on Miles, Noir and Peter, but mostly crashing down on Miles. Dust drizzled down from the ceiling slowly. 

Ham was climbing up the hike of ceiling panels, until he was standing right next to Noir, then leaped on the private-eye. “What? It won't hurt him--I don’t think,” Ham replied to the subsequent silence. 

Peter wanted to facepalm. 

“Then let's take a powder, before things get all wet,” Noir snuck off, away from Miles and the pile of dilapidated ceiling panels.

Peter watched Noir slip away, and just went he leaped to the wall to do the same, something grabbed his legs, pulling him down, off the wall. 

_ fuck. _

* * *

 

Minutes passed. 

It felt like  _ hours _ as Gwen heard things crashing, breaking, and being thrown. For a few moments, she thought the silence was…

She didn’t want to think about that. 

   The cell door opened with an ominous creaking, and a tall figure, clad in all black loomed at the doorway. Ham popped his head out from his shoulder. Gwen smiled. “Yo,” she felt a warmth that she normally felt with the rest of the Spiders “took ya a while,” 

    “Yeah, well, the situation got a bit wet before we could help it,” Gwen could tell Noir was looking down down down, at Peni's limb body. “what happened to kitten?” his voice was dripping with worry and woe.

Gwen wanted to tell him, she really did, she just...couldn't muster up enough courage to tell him. So indtrad, she thought up of a lie to tell him instead. “we tried to escape a few times,” she nodded up to the ceiling, which was letting out a small hum, and she got the brute of the shock,” it wasn't a lie-- halfy. They did try to escape quite a few times, but they failed quite miserably each time.

The answer didn't seem to satisfy Noir. Infact, he looked like he wasn't convinced. 

_ Fuck _ . 

Noir crouched down, offering to carry Peni out, which Gwen gladly obliged, letting Noir gently take the girl in his arms. She loves Peni, she really did, but it got tiresome to hold Peni--the girl wasn't heavy, but she moved around way too much.

Peni seemed to like it better, since the girl snuggled into Noir's trench coat. Noir seemed to like it pretty damn well, too. Noir looked up, at the ceiling that was buzzing with electricity. “I reckon that thingamabob has been keepin’ you two dolls trapped here,” He said rather simply.

Peter stumbled right next to the man, after a loud rumbling sound. “Hi, hello, thanks for leaving me!” He gritted “that kid has some sloppy ass posture, but he fuckin’ kills it,” he sounded both proud and tired.

“Sorry, joe, I had to help Peni and Gwen,” Noir gave him a purposeful look. “I thought cha was right behind us,” Noir looked down at Peni. “lets scram--”

“We can’t, Noir,” Ham interrupted the private-eye. The man turned around. “We gotta save Miles,” 

Noir looked over down the hall. “I guess. But if we don’t split, we’re gonna end up gettin’ pinched,” the detective leaped nonchalantly on the wall, clambering up to the ceiling, slowly using that as a perch to gain a bit of purchase. “I can get that Nudnik’s attention, I’ll pop ‘em right in the kisser, then try to lead him down the garden path,” 

Gwen had  _ no idea _ what the hell that meant.

Ham lept on her shoulders, adjusting to the unusual level of sight. “It means he wants to get miles’s attention, punch him or something, and try to get him away from everyone,”

“I should do it,” Peter volunteered, the older man sticking to the wall, much like a red-back spider. “You should keep Peni safe,” Peter reasoned. 

She heard Noir curse under his breath. “Lay off, I get it, but he’s after her, and I’m quick enough to split before things get--”

“No offense Noir, but every single time you say ‘things get wet’ I think you’re saying something else’ Gwen joked. Peter choked, and so did Ham. “I keep thinking something I  _ shouldn’t _ be thinkin’ so like, maybe just say rough instead?” 

“Alright, doll,” He sounded hesitant, then continued again “that kid’s a real bimbo now,” there was a slight buzz, a soft fizzy feeling in all of the spiders, excluding Peni. 

A panel, attached to a web that was crawling with sparks flew past Noir, who had side-stepped out of the way, and clambered clumsily up the wall. He seemed to have trouble balancing Peni in his hands. 

Miles lunged at Noir and Peni, and Gwen shot a web and pulled Miles back and away from the two other spiders. He fell to the floor, but quickly jumped up, and swung a fist right at her. She ducked out of the way and side-stepped to the left to avoid a kick. She felt like she was fighting an  _ actual _ enemy. 

_ Don’t attack, just avoid. _

Peter joined in with her, as if to divert his attacks, and to let Gwen do the same. Distantly, Gwen wondered if she could successfully tire Miles out. Gwen snuck a look at Noir and Ham, who were converging on the ceiling. “You two! We got this from here, take Peni and run!” 

Noir seemed to stiffen, while Ham was climbing up his back. “I’m not gonna fly the coop without you three!” he gritted out. But the way he moved backwards, it seemed like instincts were telling him to get away anyways.

And in a few moments, he had vanished into the vents, as if he realized it was probably best.

Gwen jumped out of the way of a swing by Miles. “Miles! Snap out of this!” she growled, spinning a web, and throwing herself to the cieling, promptly avoiding a vase that seemed to be swung from nowhere, and a splash of water. 

She wasn’t actually expecting a reply back.  Peter gave her a look, the white eyes on his suit bug-eyed.  _ Ironically _ . “Is there anything that’s causing it that we can disable or something?” 

“I’m not much of a sciencey person--more of a musical person--but I do believe that collar is causing this,” Gwen dodged clean out of the way from a swing from Miles again, she chucked a vent hatch at him--trying her best to maybe get him further back but that plan failed, as he must’ve caught on, and only dodged to the left. “I don’t know though! Peni saw it, not me!” Gwen shouted. 

“Do you think we can take it off without hurting him?” 

“No.” Gwen muttered darkly “We can get it off, but without hurting him? No. all we gotta do is make him shock himself, I think,” 

Peter’s white masked eyes seemed to get wider somehow. “But he’ll--oh right. Damn, hopin to not potentially kill someone today,” he crawled a little ways up the wall, till he was at the point where the ceiling and the wall met. “Oh wait, that never happens,” he muttered.

_ Neither of us want to do this Peter.  _

Gwen leaped to the wall just as Miles tried to grab her. 

All she had to do is divert his attention, so Peter could try and get a good shot at the device that had a vice grip on the boy’s neck, She lightly jabbed at his shoulder, trying her best to get his attention--without hurting him.  _ Oh miles, why is it you?  _

She ducked out of the way from a Punch, leaping just clear above him. Her spidey senses went off and--

He grabbed her leg, and threw her into the wall. She grunted as she landed on the wall, falling much like a cat and landing on her feet. She crawled on the wall, and used it as purchase and lept from the wall, tackling the boy, trying to subdue him. 

But he threw her off effortlessly, in a trickle of electricity. She staggered back at the flare of intense heat that ran down her body for a split second, and while she was off guard, she was tossed off onto the floor. “Alright, that wasn’t cool,” she groaned.

He webbed her ankle, knocking her down when she got right back up.  _ He’s definitely grown from when we met--which is nice and all...I’d be more impressed if it wasn’t all on me! _

She looked around and saw that Miles wasn’t there anymore. 

She looked to Peter. Who had wide surprised eyes. “He’s right behind you!” he warned--the spidey sense already told her. 

She leapt up into the air with skill, she stuck to the ceiling, crawling over the dilapidated panels, she grabbed a wire and pulled as she hard as she could to dislodge the cable, and use it as a sheild--probably not the smartest idea she’s had all day--from the web that was meant to pull her down--

A huge wire--the wire she had picked up--crumpled down, and pinned Miles down. Part of her wondered if that was actually a wire. “Hey Pete, any year now!”

Peter snapped out of his stupor, and shot a web right at the collar, and pulled out a very small wire effortlessly and used the circutting cable to electrocute the web, the tendrils of electricity crawling down the wire, towards the silvery device around Miles’s neck. 

For a moment there was a loud crackling, and the collar broke off--Gwen tried her best to tune out Miles’s grunts and groans and screams--she already heard enough of that from Peni. Gwen and Peter both shot a web at the wire, and tried to pull it away. When that didn’t work, the pair just pulled it off. 

Peter picked up Miles tenderly, as if any harsh or sudden movement would hurt him, and that was probably true. Peter looked at Gwen, tired and out of breath. “Lets get out of her and to the rendezvous before anyone sees us,” 

Gwen nodded and they webbed away, Miles cradled in Peter’s open arms. 

* * *

 

Noir watched Peni carefully. They had went into a hotel a hike away. Noir had to admit, he felt guilty for hitting the trail so easily, but Peni had seemed so weak and so defenseless--if he had been electrocuted in anyway, it was lights out for Peni. 

And he couldn’t bare to imagine that at all. 

He believed the hotel was called the “beach club hotel” and it stood on the boardwalk of New Jersey, towering in front of the sunrise. Peter had told them they were gonna stay there for a little while, rest up, and head back to New York in the following afternoon, or something like that. 

Personally, it was quite the beautiful sight to be in another place, and such a dimly colourful place. In a way, it was definitely a break for his blinkers, when there wasn’t bright and vibrant colours, and rather dim beiges and salty greyish Aquamarines, and glowing dim oranges. Along with the boards themselves, which was a dull brown. 

While it may sound ugly, to Noir he enjoyed the break from the painful lights and colours. 

He chose the bed closest to the balcony, and laid Peni down carefully on the bed, pulling a white wool blanket down over the girl, and gently draped his trench coat on her too, because he knew how much she found comfort in the coat. For some  _ odd _ reason.

He sat down on the bed, and Ham leapt onto the bed with him, too. “How long doya think they’ll take?” 

“Knowing them? Probably duck soup for them,” Noir replied faintly. He kicked his legs to the bed, the...what he believed was seafoam sheets felt soft and comfy. But he didn’t plan on getting changed into his regular clothes--mostly because he couldn’t.

He ran his finger through Peni’s raven black hair. 

_ She isn’t gonna die. She isn’t gonna die. She  _ isn’t _ gonna die. 2018 has good healthcare, right? Isn’t Miles’s mother a nurse? Come on, think positive, scamp-- _

“Mnnng, my head hurts,” he heard a small groan escape Peni’s mouth. His gaze snapped to the brunette, his eyes wide behind his mask. “Feels like fizzy soda…” she grumbled limply. 

“What’s your story, morning glory?” Noir asked tenderly. The girl looked up at him, tilting her head slightly to the left, like a confused puppy. 

“I  _ thiiiiink _ he’s asking what happened,” Ham clarified. He took off his mask, and popped open a bag of Chips. He handed Peni a handful of chips. “Here ya go kiddo,” 

“She probably shouldn’t--” Noir started, but was promptly interrupted by Peni’s groan of protest. 

“I’m  _ fiiine _ ...” she coughed a little, a weak and grinding sound. She mumbled in a very quiet tone. “Sorta..” 

“You needa work on your ‘I don’t need help, I’m a superhero,’ because one day, its gonna f*^$ you over, and it's not gonna be fun,” Ham said ominously. He held a flashlight that had materialized out of  _ nowhere _ and casted drapes of light over his face. 

Peni giggled. “Very funny,” 

The door clicked open, with the sound of a card swiping in the lock, and creaked open heavily and silently. Noir was on his feet in two seconds, both heaters in his hand, his mask pulled down, and his muscles tense. He was infront of Peni, so the girl was completely hidden. He even draped the coat over her face. 

Ham had pat the man, and he turned around confusedly. When he turned back, he saw Peter and Gwen standing idly in the doorway. Gwen leaned against the frame nonchalantly. But he could tell the girl was distraught, in a certain way. 

“Hey, Noir,” Gwen’s gaze fell on the two gats in his hands. He stashed them away in his tool belt. He slowly took his trench coat from Peni, slipping the coat back on, and tucking a switchblade that had slipped from its pocket. 

“Heya fellas,” he raised his hand in a welcoming manner. He sat back down next to Peni, carefully eying the girl. “Seems all went swell,” he nodded curtly to Peter. Who lazily laid Miles on the other bed near a painting of a pinkish conch. 

“It went ok, it was hell getting out of there,” Gwen sat heavily on the seafoam green bed. “Once they found out you guys escaped, they went bezerk,” 

Peter groaned “oh damn, don’t get me started!” 

“I thought we slipped out, all Mickey-Mouse, are you saying we got caught?” Noir gazed down at Peni. his mask covered the worry that had darkened his gaze like storm clouds. 

“You didn’t get caught,” Gwen shrugged, slipping off her mask, putting it with Peter’s in the top drawer of the small bedside table. 

“We should probably rest up a bit, and take a break tomorrow,” Peter piped in nonchalantly. He laid down, cross legged on the bed, not yet under the cosy warm covers. “The beach club resort is a very fancy place in Ocean City,” He blinked “heard they got a cafe that has some good ass coffee I wanna try,” 

Noir grunted, lying down stiffly on the bed, right next to Peni. “I could use with some joe and sinkers right about now,” 

Ham lied on top of his side, and like candle lights, all the lights in the room snuffed out in dramatic flare. “Damn, someone needs to tell me how to do that.” 

Noir slipped his mask off, and held it tightly in his grip. He felt Ham slip in between him and Peni, and snuggle into his chest, along what Peni had also been doing. He felt warmth and pride at the two. 

He was just glad they were safe.

* * *

 

Miles opened his eyes slowly. The first thing he saw, was Peter reading a newspaper on something that was happening in New Jersey, entailing about some Iceman serial killer that was born in the 30s. 

“Pete?” he mumbled slowly. His gaze flicked to Peni, Noir and Ham, all snuggled together like sleeping kittens do with their mothers. He looked back at Peter. “What happened? What happened to Peni?” 

He saw that from what he could see of Peni had bruises that flowered all over paper pale skin, and dark burn marks that felt stark compared to the rest of her frail frame. Her clothes were slightly ripped or burnt, or both. But mostly intact, and she seemed to wince every time she had put pressure on what he assumed was her left arm. 

He was scared to see anymore. 

“Uhh, that’s not important,” the fact that Peter tiptoed around the question so frankly made him more scared.  _ What happened?  _ “How’re you feelin kid?” 

“I-I’m ok...but what happened?” 

Gwen gave Peter a meaningful look. “We’ll catch ya up later, but right now it ain’t important” he could feel a weight behind him, and he turned slowly to face the blonde. 

“Ok..” Miles sounded disappointed.  _ Was it that bad? That they’re not telling me? God, what did I do? _

“Just get some more sleep. In the morning, we’ll go out and get some grub, explore New Jersey for once, and swing back home, and get back to our dimensions, and everything’ll be fine.” Peter sounded so sure about this. He closed the News Paper, and discarded it lamely to the side. “MJ’s probably worried her ass off,” he mumbled to himself. “Maybe I could tell her I’ve been to New Jersey, for work or something” 

Miles chuckled. But then it hit him. 

_ Wait a fuggin second why the hell are they in New Jersey of all places?! _

“Why the fuggin hell are we in New Jersey?” Miles sounded aghast. His eyes wide and surprised. 

“Because that’s where we were held, about 30 or so minutes away in a dense ass forest,” 

“Watch your language, both of you,” Peter scolded. “Now get to sleep,” he ordered.

“Alright old man,” Gwen and Miles said simultaneously. Both teenagers erupted in laughter--that was quickly hushed by a grumpy looking Noir who’s gaze flung to a sleeping Peni and Ham. 

Miles felt Gwen hug his waist, gingerly and cautiously. He snuggled right next to Peter’s side. He saw Peter give a soft smile, before the old man sagged down and let out a deep exhausted sigh. 

For the rest of the Night, Miles couldn’t get the nightmares away.

**Notes for the Chapter:**

> thanks for reading this chapter :3
> 
> Credit to @AngelofGrace96 for the idea!!!
> 
> this one took realllllllllyy loong but I can say I'm proud of it!!! Also!! It has tons of teferences to New Jersey!! It also references places ive been before, like ocean city °~°


	7. The Beach

**Summary for the Chapter:**

> Part two of "She wants me dead" a continuation from where we left off.

**Notes for the Chapter:**

> honestly??? this took me wayyyyy too long, and I have no idea if its good or not. Next update, is on the 4th of February by the way <33
> 
> really lookin' for suggestions at this point in time!! I love hearing them, and I will 100% write using them because Prompts for me are literally life-savers.

Sunlight flittered into the room. Bathing it in a soft golden hue. Streams of light dappled the room. The soft warm lights were the first thing that Peni woke up to. She rubbed her eyes with her good arm, using the crest of the bed as stability. Her sides felt warm, she remembered last night, she slept with Noir. she was still next to the man.

She yawned and held her right arm steady. A steady drum of pain stabbed her, but she ignored it.  _ Nothing I’m not used to. _ That wasn’t entirely true, but she ignored that fact. Instead, she opted for moving to try and sleep again, until she heard Noir’s voice. 

“Kitten, are you ok?” there was worry that was breaking through into his gravelly voice. She grumbled. She really did hate it when they worried about her, they didn’t need to!  _ That’s a bit hypocritical of me… _

“Nothing I can’t deal with,” she groaned instead. “Why aren’t I home?” she tilted her head like a husky puppy.  _ Normally, when I’m hurt they’ll drop me at home, because my universe has the most advanced health care. _

“Because we dropped in New Jersey, doll,” he shifted to sit upwards.  _ Still doesn’t answer everything, but ok. _ “We also couldn’t, our rescue was too late at night for you, kiddo.” she thought back, but she couldn’t actually remember even being  _ saved _ . 

It was just like a dream, a very very very lucid dream. That whole capture seemed like a dream last night. She only remembered waking up with a pain that she correlated with menstruation cramps or something of the like. She never felt any pain in her right arm, but SP//dr had told her not to put pressure on that arm, and she listened. 

She felt Ham crawl up to lay on her side. Legs sprawled out on her back, while his front hooves were spread out onto her stomach. He pat her head gently. She silently thanked her lucky stars he wasn’t lying on her right side; he was surprisingly heavy. “Morning, Pen,” 

Peni sighed. “So we’re in New Jersey, in a really nice hotel” her eyes flicked towards the tv. She listened in to the TV for a split moment. 

“ _ A shooting in Atlantic City shakes the whole city! One man killed, another injured, the shooting was believed to be a personal dispute. The dead man is believed to be a death caused by a suicide, happening after the shooting.”  _ the news reported had reported morbidly, but with a tone that seemed like it was supposed to grab people’s attention. 

_ New Jersey has some grizzly crimes too... _

“Yup, kiddo, we’re in a flat at New Jersey, and it’s darn poppin’” Noir smiled softly at her, patting her back. “We can try an’ getcha something to eat,” Noir helped her sit up, while Ham leapt onto the seafoam bed sheets.

“Is there a café here?” Peni asked. She really wanted coffee right now--she could  _ reallly _ go for a coffee right now. 

Noir tapped his chin thoughtfully. He peeled the curtains back, revealing the shore, that was bathed in a dim yellow hue. He looked down, all the way to the boardwalks. “Mhm, there is, but it looks pretty posh, doll,” 

Peni had no idea what that meant, but didn’t ask.

Instead she shrugged. “I don’t know, I’ve only been to New Jersey once, and that was for a private mission. We weren’t allowed to even go outside! It sucked,” she saw SP//dr, and allowed the arachnid to creep onto her back and to her shoulder. 

She thought for a moment she saw sympathy in Noir’s face, until an unceremonious grunt could be heard from the other side of the room. Noir snapped his head over in the direction of the noise, but SP//dr told her it was just Peter.  _ SP//dr made it super easy to be intune with my surroundings. _

“What time is it? You guys are so damn loud,” he grunted, groggily getting up. “Can’t a depressed loser get some sleep around here?” Peni giggled at the man’s gripe. 

“Sorry, Pete, only the lame spiders sleep,” Ham joked, climbing up on Noir’s shoulder. The stoic spiderman seemed to ignore that there was contact even going on. But the way his eyes flicked towards Ham told Peni he had noticed. 

On que, Gwen and Miles woke up too. Peni barely held back a flinch as Miles woke up almost  _ stiffly.  _ Gwen spoke first, voice filled with determination. “ _ Actually _ only losers stay up all night and miss sleep!”

Miles chimed in “its bad for your health!” a wholesome reply. Normally it made Peni laugh, but instead she kept quiet. Quiet, and awkward. She shifted from time to time, and opted to listen into her friends chatter.

“I’ve stopped caring about my health when I was 15, kid,” Peter grunted. “Now where’s coffee,”

“Coffee is in the café, Peter,” Noir answered, he slipped on his trench coat from where Peni had originally laid, and slipped his fedora on with a dramatic effervescence, and almost  _ glilded _ next to Peni. “but, I reckon it’s gonna cost quite the similion,” 

Peter shrugged. “Getting back into work, so I bet I have enough money,” He didn’t look convinced, but his look quickly changed. “Plus, what harm could it do? I’m just gettin--”

“Can’t we at least come to get some goddamn food around here?” Gwen interrupted. She leaned against the wall parallel from the TV, her arms crossed impatiently. Though, Peni noticed her gaze kept flickering towards her. 

Miles, however, was avoiding Peni’s gaze entirely. He looked to be trying his best to not even be 3 feet around Peni.  _ Understandable. I bet he knows what he did… _

Peni chimed in, her voice chipper. “I could use a coffee! And some pancakes….mmmm…” she made herself hungry.  _ Damnit. Always when I talk about food! _ She favoured her left side as she stumbled out of bed, and Noir caught her. Inwardly, she thought defiantly about his help, but she gave him a curt smile instead. She had learnt better than to be irreverent towards her elders. 

Miles didn’t say a word, instead he nodded his head curtly. Flashing a look at Peni, a look that Peni couldn’t read, and it bothered her.  _ ughh...I  wish I could read his expression! That’d be really good right about now! _

After that, Peter had reluctantly agreed to let the spider-kids come with him to the café. Peni helped the others navigate through the halls all the way to the café.  _ 1st floor, take a right, go to the pool area, exit the lot of the hotel, and just enter through the way you’d enter if you were in the boardwalk. If that doesn’t work, just go to the parking lot, and enter through the lobby, that way.  _

She didn’t exactly memorize  _ that _ too well. She was only there for a week! And again, she wasn’t allowed to leave the hotel room, without someone else! But most of the time, she wasn’t allowed to leave  _ at all _ . The company had ordered that she’d be as safe as possible, as to not compromise the mission, and to not lose their one and only pilot for SP//dr. She hated how SP//dr had agreed to restrict her freedom. She got it, it was all about losing her dad, and not wanting to go through that pain, except now he doesn’t have  _ anyone _ to be with anymore but…couldn’t she be free for a little while? She could defend herself⏤

The waiter came, they ordered, and they waited. Peni had ordered Pancakes with some eggs, and coffee with three or four cream cups. Peter ordered just coffee, only one cup. Miles had eggs and bacon, and toast, with orange juice. And Gwen had just an omelette and a chocolate. 

Peni watched the sun slowly peek out from the horizon. The Lights of the Sun reflecting lazily on the slowly rising and falling waves and calm drowsy waters. It was really beautiful down here. The beach looked like a desert, with not a single person or umbrella carefully stabbed into the sand. The only thing inhabiting the beach was a massive flock of black-headed Seagulls, that were pecking and plucking at what looked to be seaweed. SP//dr confirmed it was, indeed, seaweed.

“The shore looks really nice,” Peni smiled. “The last time I was here, I never woke up this early, so normally it was buzzing with people...this is much more nicer,”

“Why’d ya wake up so early, kiddo?” Peter asked. He collected a few sugar packets to load into his coffee.  _ That’s probably not the right question to ask!! Hurry Peni, Make up a lie, make up a lie, make up a lie, make up-- _

“I was in a lot of pain,” Peni admitted. She felt shame and guilt weigh on her, as heavy as boulders on her shoulders. _ Good job Peni, _ she reprimanded herself mentally,  _ really good lie! Its almost like it was the truth. _ There was no fixing it either. Anything she said could make it worse, or seem like a definite cover up, or both! So instead, she looked away from Miles’s face, as guilt burned red hot in his eyes. 

“Its not better?” 

She shook her head, her gaze settling on her arm.  _ It isn’t, but I can always lie--and actually do it this time! _ “A little better. My arm doesn’t hurt  _ as _ much anymore.” it was another lie. And she felt ashamed how easily it had slipped out of her mouth. 

The food came, and saved her life, for the zenith time.

She mostly scarfed down her food, guzzling it like a hungry grizzly bear, except less picky she kept her eyes on her own plate. She listened in on the other three’s conversations, curious as a cat. 

“It feels great to not have some stupid anglet on my leg,” Gwen groused. She groaned and took a sip of her chocolate milk bitterly. “It felt so cold  _ all the time _ and it was so fucking stupid!”

“Watch your language,” Peter warned. Peni wanted to giggle at that, but she stifled that laughter by stuffing a pancake in her mouth. “I-I’m not trying to be a dad, no stop,” He backpeddled at the sniggering from Gwen, and the dubious face of Miles “I’m j-just warning you because we’re in public...stop it...or you’re⏤” he cut himself off, and gave in with a sigh. 

Peni giggled then. Breaking into laughter. “You guys are so funny,” she tittered. Peni quickly grabbed her⏤right now it was black⏤coffee, and took sip out of the beverage to stop herself from laughing. She spat her tongue out between her lips at the bitter taste, and looked down at the coffee, as black as ink. “Whoops,” 

That managed to get  _ everyone _ laughing⏤including Miles. She didn’t feel safe, or comfortable around him at the current moment⏤ _ she imagined lightning coursing through her veins as she was tied up and electrocuted without Mercy, until she’d ‘inevitably,’ if you can call it that, let the cat out of the bag about the hopper. She pressed on through the pain _ ⏤but she didn’t want Miles  _ suffer _ because she felt fear for no reason. 

_ It wasn’t him, it wasn’t him. It wasn’t him...so why do I feel so...so...so scared… _

**_Comfort._ **

The feeling came fast, and strong, and she almost visibly staggered at it. However, she did smile, brightly and zealously. She swallowed down the last of her coffee, and and finished the decimated pancakes, then sat back onto the booth seat, contentedly.  _ Thanks, SP//dr. I don’t know any Spider cooler than you.  _

**_I know quite a bit cooler than us._ **

SP//dr could talk. Often, he’d use Peni’s knowledge of english and Japanese and make sense of it, and jumble it into words. He didn’t speak much, and preferred to keep it in simplistic emotions Peni could receive well. But Peni always enjoyed SP//dr talking, and felt that it was a blessing when he  _ did _ talk. 

_ No one is cooler than us two!  _ She thought defiantly. 

“Alright kids, lets go to the boardwalk or somethin’” Peter got up with a grunt of effort, and pushed himself to stand, leaving by some money and a 20$ tip. “I heard they got some really damn good caramel popcorn that I wanna take home and gorge on for hours.” 

Peni giggled, while Gwen snorted. Miles kept silent. 

The boardwalk was surprisingly desolate. It was barren of any people at all, maybe except a few people cycling along the wooden streets. Peni held Gwen’s hand tightly, like a lifeline⏤ _ just like she did in the cell, after...everything _ ⏤and padded along the boardwalk carefully. Keeping her heelys far away from any stray nail that pointed up maliciously towards the milky sky blue sky. 

Mostly everything was closed, except for a few cafes and gift shops. But as they padded along the walks, for what seemed like  _ hours _ of tireless padding. Finally, they got to a small building cramped between two other seemingly larger companies. 

_ Johnson’s Popcorn. _

During her mission here, she was brought this popcorn. It was a treat for being so loyal and good so far. And if she was being honest, she wasn’t being loyal at all. She’d go out at 4am in the morning and sit at the balcony, wistfully admiring the Ocean, bathed with silky silver streaks, and a large looming moon that seemed to settle so calmly and cosy in the early morning sky. With dim signs of the rising sun. 

It was one of the  _ best _ caramel popcorns she’d ever tasted in her life. When she ran out of the popcorn, she felt disappointed. She looked to Peter, brown eyes shining like bright stars. “Hey pete! Can you get me some?” 

Peter seemed to look away at her shiny copper brown eyes. But he relented nonetheless, giving the girl a gentle smile, while Gwen looked at her with envy, while Miles didn’t even  _ look _ at her. She just knew the boy was jealous.  _ They could always ask!  _

Peter padded over to the front table. He looked back and Miles and Gwen. “do you two want some, or do you just wanna share with me?” he sounded like a dad. So much so, that Peni giggled a little bit, still holding onto Gwen’s hand subconsciously. 

“Sure, why the hell not, “ Gwen shrugged, looking down at Peni with a look that shushed Peni’s dubious laughter. The younger girl flinched comically, and stopped.

“I’ll share with Gwen,” Miles added curtly. He looked down at Peni, with a soft look, as if any joking sharp looks would scare the girl. The thing is, it would be a lot better than staring at a blank, soulless look.

Peter sighed, and ordered a two medium, and one large, orders of Caramel Popcorn. Gwen was told to hold Peni’s large container of caramel popcorn, because Peni couldn’t carry anything with only one good hand. The girl in question sniggered mockingly. Gwen glared at her. Mumbling an “haha, very funny,” 

Peter looked extremely tired of all three of their antics. Which made the whole situation just more funny to Peni. she had to hold her own from bursting into a fit of giggles and laughter. Instead, she suppressed the last of her laughter, and smiled at Peter. “ Arigatōgozaimashita!” 

“U-uh what?” 

Peni sighed.  _ You’d think if they heard Arigatō they’d know what it means _ ⏤ _ is that word even common in this universe??  _ “T-thank you..I mean..” she chirped when Gwen ruffled her hair, trying to swat the girl’s hands off her hair⏤ _ don’t you know how long it takes to get my hair like this! _ ⏤but to no avail, sadly. 

When they got back to the hotel room, they found Noir watching TV with Ham teaching the monochromic man how to use it. Peni made a beeline, grabbing her popcorn clumsily, to plot herself down next to Noir lazily. “Hey Noiry! Look what I got!”

“What is that, kitten?” 

“Its Caramel Popcorn! In my universe, they went out of business recently, so I haven’t gotten to have it again,” Peni sounded disappointed. She popped open the lid of the golden brown popcorn, and offered some to Noir. “Oh come on! You can’t deny it! Doesn’t open til 1940s, it's better to try it now! You’ll be the first person to try it in your universe!”

For once, it didn’t seem like Noir wanted to deny it. 

After that, there was a comfortable silence, as the b-team munched on candy popcorn, while the a-team were outside in the balcony.  _ I don’t know why.  _

Finally, Noir broke that silence, he tapped his chin thoughtfully, taking a handful of the popcorn. “Ya think they have some good hooches in New Jersey?” 

Ham shrugged, producing coffee out of what seemed like nowhere and taking a sip of the black liquids. “Probably? I’ve heard they have the best Wine in the east coast,” 

Noir nodded. “So I’ve heard,” he looked down at Peni, and pushed her close to him. “Best booze and liquor in the entire east coast for years, never got me some myself,” 

They talked just like that. In a comfy kind of way, like one small family. And Peni mostly listened in. Gwen and Peter padded back into the room, but Miles stayed out in the balcony, possibly overlooking the ocean, still bathed with silky golden rays.

Noir elbowed the girl, who had been watching the balcony with zoned out eyes. “Hey, Kitten, maybe you should chew the fat with the joe out there,” Noir suggested lightly, he had been patting her back absentmindedly, in comforting circles. 

She sank a bit. She felt him freeze, but he relaxed and continued, she almost felt bad. “Noiry⏤”

“Kitten,  _ please _ ,” the older man interrupted. He pulled the smaller brunette into a tight hug, his voice tender and soft, and kind. Like he was talking to a crying child. “Its risky to have a fractured team, kapeesh? Chew the fat with him,” 

Peni relented, and moved away from Noir and Ham, making her way to the balcony. The screen door opened with a hiss, and a put, as it closed. “Hey,”

Miles jumped, and shot a look at Peni. The look instantly washed with grief and regret. “Hey,” he replied tersely.  _ Its almost as if even in conversations with him, he still chooses to stay behind closed doors. Its ok. _

Peni leaned against the stark white railings of the balcony. Her heart pounded in her chest, screaming “ _ Mess this up, and Noiry will be disappointed in you!!”  _ Peni inhaled sharply, bracing herself as much as possible. Breeze rustled the two spiders.

“It's not your fault,” Peni’s voice was soft, gentle, and as kind as she could possibly make it. “They forced you to hurt me. If you could have stopped it, you would have, but you couldn’t” Peni looked over to Miles, hearing distant seagull caws. 

“B-but your arm⏤”

“Broken bones will heal,” Peni sighed softly, “just like broken hearts will mend.” she was recalling something she heard from SP//dr once, when she had first lost her dad, and the weight of being a pilot of this large machine was unbearable. “But...broken hearts only mend if you choose to help them mend and heal,” 

Miles didn’t say anything. She continued.

“I don’t feel scared of you, and I don’t hate you,” she smiled softly at Miles, “I admire you for caring so much about me that when you’d hurt me, you’d never forgive yourself⏤but⏤it  _ wasn’t _ you. Please, believe me when I say, don’t let this haunt you, ok?” 

Peni waited, and waited and waited for Miles to say anything at all. The silence was deafening. Seagulls cawed and crowed. 

“Peni, I’m...I’m so sorry I did this...I hurt you so badl⏤” 

“Miles.” 

“⏤sorry.” a phantom of a smile appeared on the Puerto Rican’s face. “You’re one of my bestest friends, and I promised myself to protect you guys...I failed...in the worst way…” 

Peni started to giggle. Miles shot her a surprised look, while she got chewed out by SP//dr⏤ **_disapproval._ ** ⏤but she still giggled a little bit. “Miles! You didn’t know what was going to happen! We were all unconscious when they put those trackers on us! We couldn’t do  _ anything _ about them!” 

She could tell exactly what he’s thinking.  _ She’s not wrong… _

He relented, and began laughing too⏤ **_surprise, more disapproval_ ** ⏤and hugged Peni, tightly like his life depended on it. SP//dr crawled over to Peni’s head, to avoid his arms which draped across one of her shoulders to avoid crushing her already decimated right arm. 

“Now lets go inside, before Noiry eats all my popcorn!” the girl had a wide smile and shining eyes. “I wanna bring some home with me!” she spouted out adamantly, for the ravenous seagulls to hear. 

Miles laughed. “I better hope Peter and Gwen don’t gorge on ours and leave me with literally none,” He added. A genuine smile curled his lips upwards. She felt pride and warm seep into her chest. 

The two raced inside. 

The rest of the afternoon, began to melt into packing what little they had, and heading back home, into New York, then heading back into their own dimensions, but before then, they converged to Aunt May’s. The older woman had tried to get Peni to stay at her house, to treat the girl’s wounds, but Peni had told them being raised in Oscorp had its benefits, like getting taken care of pretty well. 

So, they watched Casablanka, which Ham had said in his universe it was called ‘capybara’ and Noir had been extremely confused on what that is, but enjoyed the lack of colouration. They ate some extra caramel popcorn, from Johnson’s popcorn, instead of actual popcorn. 

Coming home, to her dimension, Peni was able to drift off into a safe, warm and comfortable sleep.


	8. Give 'em hell, Kid

**Summary for the Chapter:**

> Gwen slowly swivelled around, to see iridescent black plates, stark even in the billowing black night. greenish grey snake-like wires twisted and tangled into a tongue that was lulling to its side. its jaws were much like a wolverine's in shape, with long serrated edges, mimicking gnarly sharp canines.  
> "Hello SP//dr," Ven#m's voice was laced with bitter icy poison, cold and seething with red hot anger, and hate. "we haven't seen you two in a long, long time," their voice was painfully slow, toxic.

**Notes for the Chapter:**

> oh my , I'm so sorry!!!! It got out one day late aaaaaaaa

A swift chilly breeze tore through Peni, Gwen and Noir. the small girl shivered, whilst Gwen pouted against the gust, and Noir held Peni like a stuffed bear, almost like a lifeline, just to keep her steady.

"its dark, cold, and I'm thriving," Gwen groused. it was 3145, in Peni's universe. it was late winter, february 4th, to be exact, and in Gwen's mind they were chasing this universe's Bigfoot. Ven#m. Otherwise known, as V-e-n-#-m, which was something really only Peni said.

Venom existed, she just doubted  _ Ven#m _ existed. tales by the tech expect end with her defeating venom, but saying when they meant to extract the vile beast, it vanished into thin air. Peni was adamant, however. Cold, bitter determination shining frostily in her coffee brown orbs. suddenly, whirring, slow and biding, sounded from behind the three.

Gwen slowly swivelled around, to see iridescent black plates, stark even in the billowing black night. greenish grey snake-like wires twisted and tangled into a tongue that was lulling to its side. its jaws were much like a wolverine's in shape, with long serrated edges, mimicking gnarled sharp canines.

" _ Hello SP//dr, _ " Ven#m's voice was laced with bitter icy poison,  cold and seething with red hot anger, and hate. " _ we haven't seen you two in a long, long time, _ " their voice was  _ painfully _ slow, toxic.

Peni's hands balled up into fists, and right from the side of Noir, she glared bitter daggers. " _ we meet again Ven#m, _ "

there was silence. tense, airless silence.

the cold had nothing, on their red hot rivalry, which seemed to burn all the bitter cold away. 

Gwen’s blood seemed to run ice cold. SP//dr loomed behind the three Spiders. Finally, it leaned down so Peni could board it. There was a subtle click and whirr as Peni started up SP//dr. “ _ Why’d you decide to stroll around here anyway?”  _

“ _ We saw three little spiders looking for something they shouldn’t have, _ ” Ven#m’s voice was still laced with bloody toxic poison. “ _ So we decided that silencing them, would be a fun afternoon activity, _ ” 

SP//dr took a fighting stance, and its left hand slowly buzzed and turned into a silvery saw. Then, in a flash of red and blue, cobalt and scarlet, SP//dr lunged at Ven#m, red and blue colliding with iridescent blacks and greens. Uppercut here, chop there, and a low sweep out of nowhere. 

Two giants, clashing together, and Neither Noir or Gwen knew what to do. They didn’t know if they should helpㅡif they  _ could _ helpㅡor they should watch on. Something they couldn’t try to do. 

There was whirrs, clicks and snaps, ticks and fidgids, and foul taunts being thrown around, mostly from Ven#m. It was a wonder how Peni was able to continue fighting, most of this seemed like personal attacks. Gwen shot a look over to Noir, who looked just as conflicted as she did. 

“What do we do?” Gwen must’ve snapped the man out of any stupor he might have been in, because the man’s gaze snapped to her. 

“I...I don’t know..” He looked frantically around, but dodged SP//dr landing heavily where he was. Growling was heard over their communication system. That gave Gwen an Idea.

“Peni! Stop  _ right _ there, and let us regroup!” Gwen made sure to drip as much commanding tone as she can manage. For a moment, there was a gritted silence, it felt like a cat’s tongue brushing against Gren’s side. 

Finally, Peni’s voice went through the feedback. “ _ Can’tㅡ _ “ the fizzing of static cut off a grunting noise, “ _ ㅡhear...you! ㅡcutting offㅡ _ ” it almost felt like those cartoon cliches where the character would fake being cut off, by making fake static noises, to avoid confrontation. Except this was  _ real _ . Peni wasn’t faking it, she  _ wouldn’t _ do that. “ _ ㅡorry! _ ” 

Nothing could fake it so perfectly. 

A puff of black smoke plumed out from where Ven#m had smashed SP//dr into a nearby wall.  _ That can’t be good! _ Scraping, and steely screeches broke off her thoughts. SP//dr kicked Ven#m off in a fluid, humanly motion, and crawled up the wall, much like a spider would do, when attempting to flee. 

Ven#m grabbed SP//dr’s leg, and tried to drag it down, but two extra legs kept them grounded into the wall. There was a click, and SP//dr’s left claw turned into a saw blade, in attempt to cut off their attacker, but Ven#m let go before they could actually get any damage. 

Gwen saw the slits where the webbing for SP//dr came out, where it was much bigger than Noir’s. Silvery slits on the top and bottom of the actual slit made it seem like it could open up, and shoot a much bigger blast…

_ Like a web trap. _

“We could make a trap! Trap Ven#m in it, and get SP//dr to safety!” Gwen almost shouted it. She doubted Ven#m would even care, they themselves seemed to focus on obliterating SP//dr to care what Gwen had to say. 

Noir looked at Gwen, a deer in the headlights look on his face. “Can we even do that?” 

“Well, it might be hard, but we could make a web strong enough to restrict Ven#m, or maybe Peni herself could set off whatever that trap that SP//dr has, and flee. 

“You know she wouldn’t do that,” Noir pointed out. He nodded feverishly over towards where SP//dr had finally been able to grab Ven#m’s arms, and was attempting to overthrow them, but was chucked like dirty laundry over to the side. 

“Yes, I could see that, but even Peni knows she’s losing,”  _ right? What if she continued, with the strong and stubborn hope that she’ll turn the battle around. _

“If she thinks she’s protecting us, then she won't care, she’s expecting us to leave, and expecting to find her own way out,” 

Gwen flinched. If Noir said that was true, then it most definitely  _ was. _ Noir knew Peni better than any other spider on the team. And he had no reason to speak ill mannered lies about her. “Then we’ll have to think of something else,”

SP//dr crashed into another wall, the sound of dust crumbling over the crumpled form of SP//dr sent shivers crawling up and down Gwen’s spine. SP//dr soon got up stiffly, scuttling up the wall, avoiding another heavy blow by Ven#m. It hurt to watch, it hurt to see SP//dr basically get run up a wallㅡ _ literally _ ㅡand pummeled. 

Ven#m lept atop of SP//dr, sharp jagged claws scraping against cold metal. “ _ We always knew you were weak, child, Aunt May always knew you were a failure.”  _ its voice felt like nails on a chalkboard, screeching shrilly against the cold and lonely night.

Ven#m was gaslighting. Trying to get Peni mad. Trying to get her to show a red hot rage, something they can exploit, and use to kill her. There was a silence, that grated against Gwen’s nerves, finally the silence was broken, with a weak whine. “She never thought I was a failure...she loved me and guided me,” 

That wasn’t anger, that was  _ weakness. _ A deep blue sadness. 

“It doesn’t matter what people think, Kitten!” Noir growled. The way SP//dr stiffened, told them that they’d definitely heard. SP//dr seemed to use  the shock from Venom, to grab two of its inky black arms, and flip it right over their head.

That gave Gwen an idea.

They could help Peni. They could help her fight Ven#m, fend it off and flee. Or just fend it off enough to where Ven#m no longer wants to fight, and flees themselves. Whatever happened first, if Gwen was being honest. Just as long as either way, Peni was safe. 

“Maybe we can help her,” Gwen suggested, she looked hopefully at Noir. His gaze was unreadable, unintelligible. But the way he moved, it seemed like he agreed with her. Maybe he too was willing to do whatever he needed to do to save Peni. 

“How would we do that, doll? 

Gwen grinned, a tooth in her wide smile was missing, adding to her delinquent kind of look. “We have webs, ya know,” 

Before Noir could reply, there was a loud crash, and the sound of crumbling. Gwen looked over to see Ven#m, once again pinning down SP//dr, the snaking green-grey wires were lulling out from the side of its long, iridescent metal plated jaws. Ven#m was prying at SP//dr’s chestplate, wires spilling out from multiple spots of Ven#m, moving in a way much like snakes do, slowly slinking around SP//dr’s legs, and arms, as if to immobilize it.

Gwen shot a web that wrapped around Ven#m’s arm, the one that held down SP//dr heavily, but before Gwen could yank back, and try to wrench Ven#m away from Peni, she heard a loud pop split the cold silent air. 

Ven#m’s head snapped around, and let out a gritty hiss, as it leaped off of SP//dr, stringy wires untangled from SP//dr’s legs, as it moved, and recoiled back into the suit. “ _ We didn’t even notice that there were other--” _

It was cut off as it lurched forward with a groan, falling to the ground with a thud. Rain began to pound down at the empty alleyway. 

SP//dr was standing, strong and looming. Darkness made it hard to see the bright red splashed against the calm blue. But those 7 bright red eyes were as clear as the sun. barely blinking out when water slowly trickled down the glassy dome. Distantly, Gwen noted the myriad of dents and slashes and impurities in the bright dampened metal.

SP//dr leaned down, crouching in a way Gwen normally saw it do. Its extra backup legs were also glowing faintly despite the rain and the darkness, and the billowing smoke. “ _ Don’t make this hard, Ven#m”  _ the voice that came through was clear, and crisp, but a little raw. 

“Noir…”

“I had to pop ‘em, they were gonna do her in, I had tooㅡ”

“No one said you did anything wrong,” Gwen quickly backpedaled.  _ No,he hadn’t done anything wrong _ .  _ Thanks to his quick thinking, that saved Peni’s life.  _ Ven#m slowly got up, a screech of metal as it protested the efforts, and grinded against Ven#m’s joints and metallic tendons. 

_ Ven#m isn’t giving up _ ㅡ 

The horrifying realization only seemed to be more lucid when SP//dr’s leg was snagged, just as the large 10 foot tall robot clambered up the wall to avoid the steely grasp. The robot was thrown clean into a wall, which erupted a huge cloud of dust, and more endless smoke.

Gwen tried to get Ven#m to get away from Peni, but the large robot seemed undeterred by her and Noir’s efforts, wires snaked and slithered around SP//dr, trying to break through the shiny red metal.

The worst part is;  _ Ven#m succeeded in that. _

There was a click and whirr, before SP//dr completely powered down with a defeated hum. It made Gwen’s heart plummet. She could  _ just  _ imagine what was going to happen next. And she bet all of her savings account, Noir did too. 

The Growl that Noir made, almost startled Gwen. she snapped her head over to see that the man was pulling some kind of gun out from his trench coatㅡis that...is that a  _ Tommy gun?? _

He aimed it like a trained Soldier at Ven#m, at the back of its head, where the nape of the neck would be for a normal human. 

“Noir?!”

“I can’t watch while a kid gets Taken for a ride,” He cocks the gun “So Imma blow this pinhead with my roscoes, and plug ‘em”

Ear splitting shots of the gun rang out in the dead damp silence of the night. Ven#m stumbled backwards, subsequently dropping Peni back onto SP//dr. Gwen took this opportunity to shoot a web up high, and maneuver her way over to SP//dr, and try to help Peni, now that she was exposed like this. 

She swung up, and snagged Peni, while Noir shot at Ven#m, until the machine fled, jumping up and disappearing into the rainy inky black night.

Once Gwen landed on the top of the building, Noir was right behind her. Grabbing Peni right out of Gwen’s grasp. Gwen didn’t mind too much.

Noir looked up at Gwen, his gaze unreadable, but the way he shifted on his sides nervously, that told her that Noir was absolutely dying with worry, and rightfully so. Peni herself didn’t look too banged up.  _ A few days out of battle should help heal her right up _ . Gwen amended. SP//dr on the other hand...well..

Metal was torn out in chunks, wires had been pulled, and stretched out in an attempt to drive the pilot inside out. Shiny red metal plates were dappled and spotted with scorched dusty black marks, while the blue plating had large dents and slashes in it. The glassy dome was largely untouched, save for a few scorch marks here and there. 

Peni, just had a smudge of a scorch mark, and a myriad of cuts and bruises that bloomed and flowered just over her neck, and arms. She slowly forced one eye open, but Noir’s grip tightened in a way that Gwen presumed was a comforting gesture. Peni closed her eyes again. 

“Lets split,” 

“Who’s gonna take back SP//drㅡ”

Noir gave her a look. That told her everything. She groaned,  _ of course! _ That wasn’t to say she minded, because she sure as hell didn’t. If she  _ didn’t _ bring it back, she’d expect large goliath tranchulas in her meals or her room, crawling and creeping around, holding little note cards that had words scrawled like “I hope you enjoy your gift!” or “thanks for blank, here’s your lil’ surprise!” 

They all collectively decided an angry Peni is the last thing they need, nor want.  _ That girl has some connections or some shit. _

So Gwen complied. She brought SP//dr back to Aunt May’s houseㅡMiles’s universe. Their mission was a success...but mostly a close call on their part. Gwen was assured Peni would be totally fine, just like she had originally thought.

Yet, even as in Miles’s universe, the night fades gingerly to a soft morning hue. Gwen can remember lucidly the snake like wires that ripped and tore and clawed at SP//dr, like a predator trying to get a juicy morsel of prey. She couldn’t shake the feeling of the iridescent plates that shone like a whale’s skin in the slowly receding pale moonlight, as it slowly was pelted with heavy rain.

But, those memories washed quickly away, when Peni woke up, still as happy and jolly as ever, laughing as they played Uno. Gwen was able to completely forget the sharp, gnarled teeth that glistened and dripped with glittery icy liquids. 


	9. Breathe

**Summary for the Chapter:**

> a small, fluffy chapter, with the fam playing an uno game.

**Notes for the Chapter:**

> honestly, its like calm before the storm??   
> I can't find out what chapter its gonna be, but there will be a murder mystery ooo
> 
> and also, thanks to one of my good friends on discord for giving me this idea <3

They all had met up in Aunt May's house one rainy evening. Nothing had been going on in anyone's Universe, even Noir's. so it was mostly just a quiet, lazy February. Ham brought a deck of Uno cards and slapped them down onto the table. he sat down Next to Peni and Noir and yelled, startling Noir. "HEY GUYS!! LET'S PLAY F@!#ING UNO!!"

Peni had flinched too but fell into Ham's cheer almost instantly. both spiders began to cheer 'uno' childishly. _what's uno? isn't that Spanish for one?_ Gwen and Miles quickly joined into the cheer as well, after coming downstairs and sitting at the coffee table at the adjacent side. Peter walked tiredly into the room, grunting, " _please_ " which caused Peni, Miles and Gwen to snigger. even Ham did so.

"what's Uno?"

silence.

but then, Ham leapt onto Noir's lap, staring at him with wide eyes. "Uno is a card game! do you wanna play with us?" Ham held out 5 cards, but Noir couldn't see whatever was on the other side of those cards. "you might lose a lot, I'm basically undefeatable, but it isn't about winning, now ain't it?"

Noir nodded slowly and took the cards from Ham. He looked towards Peni, who had seemed to be pouting at her own cards. he leaned over towards her, keeping his eyes away from her cards.  _this_ was _like poker right?_ "would you mind giving me the sitch, doll?" 

She looked up at him, and smiled. "really, it's easy! all you gotta do is match the colours, _or_ you can match the numbers! you do that until you run out of cards!" she started to shuffle her very own cards. he presumed she was ordering them, and he tried his best to do the same as she did. "when you get down to Uno, you gotta yell Uno, if you don't, we add two more cards to your hand!"

that didn't seem too hard.

and it really _wasn't_. they had all played, and while cards were slowly stacking up for poor miles, as he never was able to get the right cards, Noir had an easy time placing down cards, until he had two more cards left, while everyone else either had three, or four, or if you're like Miles, seven. Peni was constantly changing the colours, finding every single opportunity to match numbers rather than colours. Noir loved her, but it was quite confusing, to say the least.

Finally, Noir was down to one card. after instinctively yelling "Uno" he saw the pouting look on Ham's face. The poor pig had to take 8 extra cards after He and Peni had stacked two cards that told the player next to them that they must get 4 cards. Peni had one too and countered with it to avoid the punishment of extra cards. Peni had giggled hysterically at that "looks like the king is being overthrown!"

Peter chuckled, and Gwen grinned smugly. "So, remember when you said that you're basically undefeatable?" He absently put down a blue card, going with the colour theme for now, while Gwen put down a green card that shared the same number, which was 9, and grinned at Miles, who finally seemed to have a card for that.

Ham grunted, but Noir could tell it was all in good fun. "Shuddup," he placed down another card, matching the green theme that had slowly collected.

Noir's last card was Green.

Noir placed down the green card carefully as if expecting he had done something wrong or something. but, rather, instantly he was enveloped into a warm, but tight, hug from Peni. while the rest of them stayed in astonished silence. "am....am....am I doing this right?"

For a moment, there was silence.

Then, Peni began to giggle, an enlightening sound that made Noir's chest flutter with pride, but confusion. "what?"

"you won silly!" she looked back at Ham and stuck her tongue out smugly, and then went back to giggling. "the _king_ has been overthrown like the Prophets have once foretold!" her arms were still warmly wrapped around Noir's waist, and frankly, he loved the warmth.

May walked in the living room, just as Ham had snagged a pillow and was _just_ about to hit Noir with it. but before Ham could manage to hit the poor man with said Pillow, May was looming over the three on the couch, hands on her hips. Peni's giggles slowly died away as she too looked up like a child caught in the middle of stealing a jar of cookies. It was honestly the cutest thing in the world.

"May I ask what's going on in here?" May tapped her foot on the floor. her expectant gaze settled on Ham and Noir.

"we were--"

"HE DID IT!" Ham shouted out of _nowhere_. _I did what?_ He heard Peni's muffled sniggering. He looked down at Peni, who quickly stopped. though, her face showed signs of amusement. Peni's happiness felt contagious because soon he felt a smile curl up his lips.

May sighed, a smile on the woman's face. she leaned against the couch, doing a quick once-over of the room. her gaze finally rested on Peter b. "Does anyone want something to drink?"

Peter answered instantly, "Coffee" at the stern look from May, he finished by a quick thank you. Miles quietly declined, But Gwen ended up asking for hot cocoa for Miles and herself. the boy didn't seem to mind too much. Noir asked for egg creams, _that was chocolate milk, right?_ Ham hadn't asked for anything, while Peni said that she wanted hot cocoa as well.

they waited for Aunt May to get their drinks, sitting comfortably at the living room. Peter and Noir listened fondly as the kids chattered on about 'memes'.

Peni giggled. "Miles, I've noticed the one similarity we all seem to have is that those shaggy memes are exactly the same"

Gwen's eyes widened comically. "he exists in all realms, living and dead, his divine powers are so strong, when he sneezes, he creates a new multiverse, at the mercy of his power,"

Miles began to laugh, doubling over to his knees. "Oh my _god_ "

"silly Miles, Shaggy has killed god," Gwen sounded serious, which to the kids seemed to add to the joke.

" _oh my goodness,_ blease, not god!!" Miles pretended to act distraught, falling to his knees, and yelling to the ceiling. "your infiniant mercy could not spare god!"

"Press f to pay respects," Gwen said solemnly. Peni giggled, and said f, at the same time that Miles did as well. Noir was so mystically confused, that he almost wanted to ask. but _honestly_ , he was too scared to.

that's when, May walked back into the room, basically saving Noir's life, with all the hot cocoa, egg cream and coffee, balanced on a dish. she placed it gingerly on the table, and Peni hugged May. "Thank you!" Aunt May sat down right next to Peni, who had leapt back onto the couch, leaning onto Noir's side, and hugging his arm. quite frankly, he didn't mind the contact at all, he loved it.

Miles moved over towards the small box TV, holding a 'DVD'. he grinned. "I heard that the Venom movie came out on blu-ray, so I wanted to give it a _swing_ , eh? get it?" when he was met with unimpressed looks, he sighed. "alright, whatever, y'all wanna see this movie, or nah?"

everyone agreed, and watched Venom, just about all night. Peni was the only one who slept through the movie, but he didn't blame her too much. he let her snuggle against his side, and decided instead of sleeping in the shed, with Peter and Ham, he'd sleep here, on the couch, with Peni. he pulled off his trench coat, sighing to himself.

_I still don't understand how I won that uno game._

 

 


	10. Not Quite a Sunflower

**Summary for the Chapter:**

> Sunflowers were symbols of adoration, loyalty and longevity. Sunflowers were tall, and large, and seemed to try and grow to one-day reach the sun itself. Spider-man--Peter Parker--was a sunflower. He was a pillar of loyalty, of longevity. He was adored by everyone but the villains he saved New York from.
> 
> And Miles just felt like he tore that from Spider-man.

**Notes for the Chapter:**

> adjasd I'M SO SORRY I DIDN'T POST FOR YEARS OH MY G OD 
> 
> this is a lil piece I like to call: a Zine Work :3 
> 
> ahhh I've been so busy with the Zine and Stuff, that I haven't much time to finish the actual chapters and jazz. and because of that, updates are at snail speed right now oof. but dw! I'm ahead of the game, so I'll be able to work on this fic for a little bit longer <333 
> 
> p.s. this was requested by @Noxes and I seriously don't know what I'd do without looking at the comments for prompts for my Miles fic? anywho, this bad boy is 1712 words, and its not as big as the B-team fic, but close enough sorta??

Sunflowers were symbols of adoration, loyalty and longevity. Sunflowers were tall, and large, and seemed to try and grow to one-day reach the sun itself. Spider-man--Peter Parker-- _ was _ a sunflower. He was a pillar of loyalty, of longevity. He  _ was _ adored by everyone but the villains he saved New York from. 

And Miles just felt like he tore that from Spider-man.

Sure, he didn’t have much of a choice--he  _ let _ Spider-man  _ die _ but he still couldn’t forgive himself. 

Even when Noir sat with him on the greyscale rooftops of Noir’s universe’s New York. When the man told him that death was just a product of life, and it brings new things every single person it takes--it  _ did _ when it gave Miles all the other spider-people. 

Even when Miles was pulled with Peni and Gwen for shopping at Peni’s world to make Peni feel better. Even if he was the whole reason Peni felt a lot better, even when Peni commented that even though she was a hero,  _ he _ was her hero. Even when Gwen laughed and said he truly is the best of all of us. 

Even when Peter b sat with him all day, trying to calm him down from having a panic attack, or his anxieties because-- _ I’ll  _ never _ live up to his colossal legacy! _ \--he just  _ can’t _ believe that he’s right for this job. He just can’t believe that he’ll  _ ever _ be right for New York. 

It doesn’t even convince him when Ham teaches him tricks that he’s never seen his own Spider-man do, he still feels as miniscule as a bread crumb. 

Tonight, it was Movie Night. His parents were out at work, so no one was home. Miles situated himself between Peter b and Noir. Peni was on the floor next to Gwen by Noir’s legs, and Ham was happily situated on Noir’s head. Miles was cramped in between the two adults, but personally, he liked it that way, it just meant that it was a lot more warmer. 

“What movie are we watching today, b?” Gwen asked, snagging the bowl of popcorn away from Peter, and putting the bowl in between her and Peni. 

“First off, that’s rude,” Peter shot a web, and grabbed the bowl clumsily, causing some of it to spill over Miles and Peni. the death glare that Peni gave Peter made Miles laugh, causing the girl to sink into that laugher too. “Sorry, and we’re watching this crappy movie called ‘Son of Aladdin”

“Isn’t that the movie that tried to get an oscar for best animated feature of 2018?” Peni tilted her head slightly, roughly swatting away the most stubborn of the popcorn out of her hair. Her spider chirped at her question. 

“Yeah, it’s a lousy movie, and it was also made in 2005, and redone in 2014, so it isn’t even  _ of _ 2018\. But it’s so bad, that its hilarious, so we’re watching that” Peter said it in such a sassy and salty way, that it made Miles start bursting in laughter all over again. “Calm down pal, we haven’t even started the hell that is this movie”

“O-oh whatever,” Miles wiped away a tear from laughter, and postured himself, his back straight, in a mocking and joking way. He saw a fond smile creep up on Peter’s face as he wrapped Miles up in a side bear hug. 

“Ah! Spider! Where’s my camera!” Peni chirped jokingly. She had jumped up and was now fumbling in SP//dr, searching intently for a polaroid camera. 

“You’re not like other girls, aren’t you Peni?” Miles joked, his face squished from Peter’s arm that was wrapped tightly--but not too tightly--around him.

“I’m from 1,000 years in the future, so more so,” Peni stuck the camera back into SP//dr. “It’s just an antique anyways,” she added matter-of-factly. 

**XxxxxxxxxxX**

Miles didn’t know when, but Peni had clambered onto Noir’s lap, and was asleep in his arms, while he rested his chin on her head. Presumably, he was also asleep, but it was hard to tell behind the mask. Miles slowly took out his phone and took a picture after finding out Ham was lying on his back between the couch and Noir’s shoulders. 

Gwen had simply leaned against Miles and Peter’s legs, she was cocooned in a blanket that was definitely from his room. Miles and Peter were the only ones who were awake. Though, Peter looked like he was nodding off. 

“Hey, Pete, I think you made a mistake choosing this movie, everyone’s asleep” Miles quipped. He tried his best to elbow Peter without stirring Peni and Noir--lord knows how scary it is when you disturb Peni’s sleep around Noir. 

“Yeah, yeah, I found my secret weapon to get everyone to sleep then,” Peter joked, his gaze was on two particular spiders.  _ What? Why me? I get Peni, she stays up all night running on 3 hours of sleep trying to do her work...but me? So what I stay up all night doing school work...that’s not...bad...is it?  _

“Oh come on Miles, you stay up  _ just _ like she does, all night for class work, and the day goes to fighting crime endlessly--even crime you could save for the police unless it gets too hot,” the man explained softly. His face seemed to soften. “Have you ever thought you could give it a break? Why are you trying to be so hard on yourself,” 

Miles sniffed, and looked away. His whole front seemed to be crumbling like a building.”I-I…I’m not good enough to be Spider-man...I gotta work extra hard…” 

He was half expecting Peter to laugh. To burst out into laughter at such a silly anxiety. To cackle at his unfortunate self deprecation. To call it stupid. But he didn’t. He gave Miles a firm, yet soft look, and a fond smile. His arm shifted and moved him closer. “Miles, that’s not a stupid fear. Maybe not all of us will understand this one,” MIles  _ swore _ that his gaze shifted over to Peni “but, its ok to be anxious. Its ok to be afraid,”

Peter smiled at him. Reassuring, warm, familiar. “Because being afraid, being anxious, that’s all Human. Don’t beat yourself up because you don’t believe that you’re good enough. Stop beating yourself up and  _ work _ for the title. Everyone may not love you--but that’s the truth for all Spiders, kid, its a large mantle to hold, but I know you can do it,” 

The softness and fondness in his voice made Miles feel like he reminded Peter of someone--something--but he ignored it. He gave a shaky sigh, his chest was heaving. “I-I don’t know  _ how _ I could possibly get even close to what he had…” 

There was a fatherly tenderness in Peter’s voice when he spoke, that almost made Miles’s heart swell with joy and happiness, but he suppressed it. “Miles, as much as I hate this phrase, with great power comes great responsibility. You just need to find out how to handle your powers perfectly, and master your responsibilities, and you’ll be better than he was,” 

Miles felt pride warm his soul, like a warm blanket was wrapped around his heart. He smiled brightly at Peter. “Yo, thanks man, I really appreciate it,” he leaned back contentedly. Maybe he isn’t  _ quite _ like a sunflower. But maybe he could aspire to be. Aspire to get to the very top and nothing less--maybe even more. But in his own creative way, not in the original Spider-man’s way.

Because he’s  _ Miles Morales _ . Not just Spider-man. He’ll do it the way Miles Morales does it, not just Spider-man. 

He realized that now, as Peter ruffled his hair, as he protested this-- _ ”do you know how long it takes to get _ this _ hair?!”-- _ and he  _ definitely _ realized that he’s loved when that shout had woke everyone up--but no one was really mad at him. Peni had laughed, and for once Noir didn’t murder someone--figuratively of course-- for disturbing Peni’s sleep and Gwen just had gotten up, and laid across Miles and Peter’s lap. 

“‘Guess you’re dealing with me now. That’s whatcha get for waking me up,” Gwen laughed at him, gave him a playful punch to the shoulder-- _ ow-- _ and settled down, Peter’s stomach pillowing her head. 

Peni leaned against Miles--honestly Miles noticed how Noir felt a little disappointed at that for a split second--she smiled up at him. “Hey dork! Stop doubting yourself, I know its hard, but you’ll get into the  _ swing _ of things,” she giggled at her own joke. 

Noir looked at him, but didn’t say a word, if he was about to, Ham spoke before he could. “Yeah man, we spiders  _ stick _ together!” between the fact that his eyes were happy crescents, and that he looked as happy as a pig in mud, Miles started laughing at the pinheaded puns.

“Yeah yeah, you guys are so late,” Peter laughed. Miles could tell that the bashful man was thankful that the others were adding on, even with that abashed joke.

Even hours later, the feeling of warmth never really left him.he gazed at his friends, who had all conked out an hour before, and he snuggled into the unintentional cuddle puddle they had created for the zenith time. They all cuddled like kittens sometimes out of nowhere.

Before tiredness grasped ahold of him in warm cozy hands, he looked around at his friends, his thoughts whorling in a gentle wave. Peni had latched onto his arm and was snuggled up on his chest, while Noir had moved closer to him, but still slept in a way that made him look like he was just staring aimlessly at the TV. Ham had slept between Peni and his shoulders, and Gwen still lied on Miles and Peter’s laps. Although she hogged up the blanket that was  _ definitely _ from his room. Peter had pulled Miles closer in some sort of bear hug side hug hybrid. 

_ I’m not quite a sunflower, but I’m getting there. I’m not a daisy looking upon the legacy with woe and awe. I  _ am _ the legacy, I  _ will _ be the sunflower, in honour of our old sunflower. And I won’t ever let his legacy die, unlike him, it’ll live on in everything I do.  _

__ _ And that’s my true power _

**Notes for the Chapter:**

> So sorry if it looks bad! can I have reveiws?? this is technically a draft, so having reviews _really_ help <33 thank you so much for reading you dorks!!!! Have a wonderful day!

**Author's Note:**

> Kudos and comments make it all worth it =_= and I do take suggestions!!!!


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